<PAGE>

                                                                     EXHIBIT 4.1

                          GAYLORD ENTERTAINMENT COMPANY

                           6.75% SENIOR NOTES DUE 2014

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

                                    INDENTURE

                          DATED AS OF NOVEMBER 30, 2004

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

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

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

GAYLORD - INDENTURE

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                  INDENTURE SECTION
  -----------                                                                                  -----------------
<S>                                                                                            <C>
310  (a)(1).............................................................................              7.10
     (a)(2).............................................................................              7.10
     (a)(3).............................................................................              N.A.
     (a)(4).............................................................................              N.A.
     (a)(5).............................................................................              7.10
     (b)................................................................................              7.10
     (c)................................................................................              N.A.
311  (a)................................................................................              7.11
     (b)................................................................................              7.11
     (c)................................................................................              N.A.
312  (a)................................................................................              2.06
     (b)................................................................................             12.03
     (c)................................................................................             12.03
313  (a)................................................................................              7.06
     (b)(1).............................................................................              N.A.
     (b)(2).............................................................................           7.06, 7.07
     (c)................................................................................          7.06, 12.02
     (d)................................................................................              7.06
314  (a)................................................................................             12.05
     (b)................................................................................              N.A.
     (c)(1).............................................................................              N.A.
     (c)(2).............................................................................              N.A.
     (c)(3).............................................................................              N.A.
     (d)................................................................................              N.A.
     (e)................................................................................             12.05
     (f)................................................................................              N.A.
315  (a)................................................................................              N.A.
     (b)................................................................................              N.A.
     (c)................................................................................              N.A.
     (d)................................................................................              N.A.
     (e)................................................................................              N.A.
316  (a) (last sentence)................................................................              N.A.
     (a)(1)(A)..........................................................................              N.A.
     (a)(1)(B)..........................................................................              N.A.
     (a)(2).............................................................................              N.A.
     (b)................................................................................              N.A.
</TABLE>

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

GAYLORD - INDENTURE

<PAGE>

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                  INDENTURE SECTION
  -----------                                                                                  -----------------
<S>                                                                                            <C>
     (c)................................................................................             12.14
317  (a)(1).............................................................................              N.A.
     (a)(2).............................................................................              N.A.
     (b)................................................................................              N.A.
318  (a)................................................................................              N.A.
     (b)................................................................................              N.A.
     (c)................................................................................             12.01
</TABLE>

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

GAYLORD - INDENTURE

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
                                                  Article One
                                        DEFINITIONS AND INCORPORATION
                                                BY REFERENCE
<S>                                                                                                             <C>
Section 1.01. Definitions.....................................................................................    1
Section 1.02. Other Definitions...............................................................................   27
Section 1.03. Incorporation by Reference of Trust Indenture Act...............................................   28
Section 1.04. Rules of Construction...........................................................................   28
                                   Article Two

                                    THE NOTES

Section 2.01. Form and Dating.................................................................................   29
Section 2.02. Execution and Authentication....................................................................   30
Section 2.03. Methods of Receiving Payments on the Notes......................................................   31
Section 2.04. Registrar and Paying Agent......................................................................   31
Section 2.05. Paying Agent to Hold Money in Trust.............................................................   31
Section 2.06. Holder Lists....................................................................................   32
Section 2.07. Transfer and Exchange...........................................................................   32
Section 2.08. Replacement Notes...............................................................................   44
Section 2.09. Outstanding Notes...............................................................................   44
Section 2.10. Treasury Notes..................................................................................   45
Section 2.11. Temporary Notes.................................................................................   45
Section 2.12. Cancellation....................................................................................   45
Section 2.13. Defaulted Interest..............................................................................   46
Section 2.14. CUSIP Numbers...................................................................................   46
                                                   Article Three
                                              REDEMPTION AND OFFERS TO
                                                     PURCHASE

Section 3.01. Notices to Trustee..............................................................................   46
Section 3.02. Selection of Notes to Be Redeemed...............................................................   47
Section 3.03. Notice of Redemption............................................................................   47
Section 3.04. Effect of Notice of Redemption..................................................................   48
Section 3.05. Deposit of Redemption Price.....................................................................   48
Section 3.06. Notes Redeemed in Part..........................................................................   49
Section 3.07. Optional Redemption.............................................................................   49
Section 3.08. Repurchase Offers...............................................................................   50
Section 3.09. Application of Trust Money......................................................................   52
                                                  Article Four
                                                   COVENANTS

Section 4.01. Payment of Notes................................................................................   52
Section 4.02. Maintenance of Office or Agency.................................................................   52
</TABLE>

GAYLORD - INDENTURE

                                       i
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 4.03. Reports.........................................................................................    53
Section 4.04. Compliance Certificate..........................................................................    53
Section 4.05. Taxes...........................................................................................    54
Section 4.06. Stay, Extension and Usury Laws..................................................................    54
Section 4.07. Restricted Payments.............................................................................    55
Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.......................    58
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock......................................    60
Section 4.10. Asset Sales.....................................................................................    63
Section 4.11. Transactions with Affiliates....................................................................    64
Section 4.12. Liens...........................................................................................    66
Section 4.13. Business Activities.............................................................................    66
Section 4.14. Offer to Repurchase upon a Change of Control....................................................    66
Section 4.15. [INTENTIONALLY LEFT BLANK]......................................................................    67
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.........................................    67
Section 4.17. Payments for Consent............................................................................    69
Section 4.18. Guarantees......................................................................................    69
Section 4.19. Sale and Leaseback Transactions.................................................................    70
Section 4.20. [INTENTIONALLY LEFT BLANK]......................................................................    70
Section 4.21. Suspension of Certain Covenants and Agreements..................................................    70
                                                  Article Five
                                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.........................................................    71
Section 5.02. Successor Corporation Substituted...............................................................    72
                                                  Article Six
                                            DEFAULTS AND REMEDIES

Section 6.01. Events of Default...............................................................................    72
Section 6.02. Acceleration....................................................................................    74
Section 6.03. Other Remedies..................................................................................    74
Section 6.04. Waiver of Past Defaults.........................................................................    75
Section 6.05. Control by Majority.............................................................................    75
Section 6.06. Limitation on Suits.............................................................................    75
Section 6.07. Rights of Holders of Notes to Receive Payment...................................................    76
Section 6.08. Collection Suit by Trustee......................................................................    76
Section 6.09. Trustee May File Proofs of Claim................................................................    76
Section 6.10. Priorities......................................................................................    77
Section 6.11. Undertaking for Costs...........................................................................    77
                                                  Article Seven
                                                     TRUSTEE

Section 7.01. Duties of Trustee...............................................................................    78
Section 7.02. Certain Rights of Trustee.......................................................................    79
Section 7.03. Individual Rights of Trustee....................................................................    80
Section 7.04. Trustee's Disclaimer............................................................................    80
Section 7.05. Notice of Defaults..............................................................................    80
Section 7.06. Reports by Trustee to Holders of the Notes......................................................    80
</TABLE>

GAYLORD - INDENTURE

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 7.07. Compensation and Indemnity......................................................................    81
Section 7.08. Replacement of Trustee..........................................................................    82
Section 7.09. Successor Trustee by Merger, Etc................................................................    83
Section 7.10. Eligibility; Disqualification...................................................................    83
Section 7.11. Preferential Collection of Claims Against Company...............................................    83
                                                  Article Eight
                                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance........................................    83
Section 8.02. Legal Defeasance and Discharge..................................................................    83
Section 8.03. Covenant Defeasance.............................................................................    84
Section 8.04. Conditions to Legal or Covenant Defeasance......................................................    85
Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions...    86
Section 8.06. Repayment to the Company........................................................................    87
Section 8.07. Reinstatement...................................................................................    87
                                                  Article Nine
                                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.............................................................    88
Section 9.02. With Consent of Holders of Notes................................................................    88
Section 9.03. Compliance with Trust Indenture Act.............................................................    90
Section 9.04. Revocation and Effect of Consents...............................................................    90
Section 9.05. Notation on or Exchange of Notes................................................................    91
Section 9.06. Trustee to Sign Amendments, Etc.................................................................    91
                                                  Article Ten
                                                NOTE GUARANTEES

Section 10.01. Guarantee......................................................................................    91
Section 10.02. Limitation on Guarantor Liability..............................................................    92
Section 10.03. Execution and Delivery of Note Guarantee.......................................................    93
Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.............................................    93
Section 10.05. Release of Guarantor...........................................................................    94
                                                  Article Eleven
                                          SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.....................................................................    95
Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions..    96
Section 11.03. Repayment to the Company.......................................................................    96
                                                  Article Twelve
                                                   MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls...................................................................    97
Section 12.02. Notices........................................................................................    97
Section 12.03. Communication by Holders of Notes with Other Holders of Notes..................................    98
Section 12.04. Certificate and Opinion as to Conditions Precedent.............................................    98
</TABLE>

GAYLORD - INDENTURE

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
Section 12.05. Statements Required in Certificate or Opinion..................................................    99
Section 12.06. Rules by Trustee and Agents....................................................................    99
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.......................    99
Section 12.08. Governing Law..................................................................................    99
Section 12.09. Consent to Jurisdiction........................................................................   100
Section 12.10. No Adverse Interpretation of Other Agreements..................................................   100
Section 12.11. Successors.....................................................................................   100
Section 12.12. Severability...................................................................................   100
Section 12.13. Counterpart Originals..........................................................................   100
Section 12.14. Acts of Holders................................................................................   101
Section 12.15. Benefit of Indenture...........................................................................   102
Section 12.16. Table of Contents, Headings, Etc...............................................................   102
</TABLE>

                                    EXHIBITS

<TABLE>
<S>             <C>
Exhibit A       FORM OF NOTE

Exhibit B       FORM OF CERTIFICATE OF TRANSFER

Exhibit C       FORM OF CERTIFICATE OF EXCHANGE

Exhibit D       FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E       FORM OF NOTATION OF GUARANTEE

Exhibit F       FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY
                SUBSEQUENT GUARANTORS
</TABLE>

GAYLORD - INDENTURE

                                       iv
<PAGE>

            INDENTURE dated as of November 30, 2004 among Gaylord Entertainment
Company, a Delaware corporation (the "COMPANY"), the initial Guarantors (as
defined below) listed on the signature pages hereto and U.S. Bank National
Association, a national banking corporation, as trustee.

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its 6.75% Senior
Notes due 2014 to be issued in one or more series as provided in this Indenture.
The initial Guarantors have duly authorized the execution and delivery of this
Indenture to provide for a guarantee of the Notes and of certain of the
Company's obligations hereunder. All things necessary to make this Indenture a
valid agreement of the Company and the initial Guarantors, in accordance with
its terms, have been done.

            The Company, the Guarantors and the Trustee (as defined below) agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders (as defined below) of the 6.75% Senior Notes due 2014:

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

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

            "ACQUIRED DEBT" means, with respect to any specified Person:

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

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

            "ADDITIONAL NOTES" means an unlimited maximum aggregate principal
amount of Notes (other than the Notes issued on the date hereof) issued under
this Indenture in accordance with Sections 2.02 and 4.09 hereof.

            "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

GAYLORD - INDENTURE

                                       1
<PAGE>

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

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

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

            "ASSET SALE" means:

      (1)   the sale, lease, conveyance or other disposition of any property or
            assets; 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 Section
            4.14 and/or Section 5.01 and not by Section 4.10; and

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

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

      (1)   any single transaction or series of related transactions that
            involves assets having a fair market value of less than $5.0
            million;

      (2)   a transfer of assets between or among the Company and its Restricted
            Subsidiaries;

      (3)   an issuance of Equity Interests by a Restricted Subsidiary to the
            Company or to another Restricted Subsidiary;

      (4)   (a) the sale or lease of equipment, inventory, accounts receivable
            or other assets in the ordinary course of business and (b) leases
            which are ancillary to the operations of the Company and its
            Restricted Subsidiaries;

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

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

      (7)   any sale or disposition of the Company's interests in the Nashville
            Hockey Club Limited Partnership, Bass Pro, Inc. or the Oklahoma City
            Athletic Club, Inc.;

GAYLORD - INDENTURE

                                       2
<PAGE>

      (8)   the disposition of all or some of the Viacom Stock in satisfaction
            of the Company's Obligations under the SAILS Forward Exchange
            Contracts or any Permitted SAILS Refinancing Indebtedness;

      (9)   any sale or disposition of any property or equipment that has become
            damaged, worn out obsolete or otherwise unsuitable for use in
            connection with the business of the Company or its Restricted
            Subsidiaries;

      (10)  dispositions of receivables in connection with the compromise,
            settlement or collection thereof in the ordinary course of business
            or in bankruptcy or similar proceedings and exclusive of factoring
            or similar arrangements; and

      (11)  any sale or disposition deemed to occur in connection with creating
            or granting a Permitted Lien.

            "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction
by the Company or any of its Restricted Subsidiaries means, at the time of
determination, the present value of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such sale and
leaseback transaction, including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

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

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

            "BOARD OF DIRECTORS" means:

      (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.

            "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

GAYLORD - INDENTURE

                                       3
<PAGE>

            "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:

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

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

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

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

            "CASH EQUIVALENTS" means:

      (1)   United States dollars and, to the extent received by the Company or
            any of its Subsidiaries in the ordinary course of business, foreign
            currency;

      (2)   securities issued or directly and fully guaranteed or insured by the
            United States government or any agency or instrumentality thereof
            (provided that the full faith and credit of the United States is
            pledged in support thereof) 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 $500.0 million;

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

      (5)   commercial paper having a rating of P-2 or better from Moody's or
            A-2 or better from S&P and in each case maturing within six months
            after the date of acquisition;

      (6)   securities issued and fully guaranteed by any state, commonwealth or
            territory of the United States of America, or by any political
            subdivision or taxing authority

GAYLORD - INDENTURE

                                       4
<PAGE>

            thereof, rated at least "A" by Moody's or S&P and having maturities
            of not more than six months from the date of acquisition; and

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

            "CHANGE OF CONTROL" means the occurrence of any of the following:

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

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

      (3)   any "person" or "group" (as such terms are used in Sections 13(d)
            and 14(d) of the Exchange Act) becomes the ultimate Beneficial
            Owner, directly or indirectly, of 50% or more of the voting power of
            the Voting Stock of the Company;

      (4)   the first day on which a majority of the members of the Board of
            Directors of the Company are not Continuing Directors; or

      (5)   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 (A) 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) and (B) immediately after such
            transaction, no "person" or "group" (as such terms are used in
            Section 13(d) and 14(d) of the Exchange Act) becomes, directly or
            indirectly, the ultimate Beneficial Owner of 50% or more of the
            voting power of the Voting Stock of the surviving or transferee
            Person.

            "CLEARSTREAM" means Clearstream Banking, societe anonyme, Luxembourg
(formerly Cedel Bank, societe anonyme), and any successor thereto.

            "CLOSING DATE" means November 30, 2004.

            "COMPANY" means Gaylord Entertainment Company until a successor
replaces it pursuant to Section 5.01 hereof and thereafter means the successor.

            "CONSOLIDATED CASH FLOW" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

GAYLORD - INDENTURE

                                       5
<PAGE>

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

      (2)   Fixed Charges of such Person and its Restricted Subsidiaries for
            such period and any interest on the SAILS Forward Exchange Contracts
            or on any Permitted SAILS Refinancing Indebtedness for such period
            (to the extent any such interest on the SAILS Forward Exchange
            Contracts or on any Permitted SAILS Refinancing Indebtedness was
            excluded from Fixed Charges), to the extent that any such Fixed
            Charges or interest were deducted in computing such Consolidated Net
            Income; plus

      (3)   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 (including the non-cash portion of (A) ground rents expense
            and (B) expense with respect to the Naming Rights Agreement dated
            November 24, 1999 between Nashville Hockey Club Limited Partnership
            and the Company; provided that in the case of clause (A) and (B) the
            cash portion of each such expense not deducted in computing the
            Consolidated Net Income of such Person in any future period shall be
            deducted in computing the Consolidated Cash Flow of such Person for
            such future period, but excluding any other 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, (C) non-cash write-offs of
            goodwill, intangibles and long-lived assets and (D) the amortization
            of prepaid deferred finance charges on the SAILS Forward Exchange
            Contracts) 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; plus

      (4)   preopening costs relating to the operations of such Person and its
            Restricted Subsidiaries for such period as calculated and presented
            in accordance with GAAP on the face of such Person's consolidated
            statements of operations, to the extent deducted in computing such
            Consolidated Net Income; plus

      (5)   any extraordinary loss for such period, together with any related
            provision for taxes on such extraordinary loss; minus

      (6)   non-cash items increasing such Consolidated Net Income for such
            period, other than the accrual of revenue consistent with past
            practice, in each case, on a consolidated basis and determined in
            accordance with GAAP.

            Notwithstanding the preceding, the provision for taxes based on the
income or profits of, the Fixed Charges of and the depreciation and amortization
and other non-cash expenses of a Restricted Subsidiary of the Company shall be
added to Consolidated Net Income to compute Consolidated Cash Flow of the
Company (A) in the same proportion that the Net Income of such Restricted
Subsidiary was added to compute such Consolidated Net Income of

GAYLORD - INDENTURE

                                       6
<PAGE>

the Company and (B) only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended or distributed to the
Company by such Restricted Subsidiary without prior governmental approval (that
has not been obtained), and without direct or indirect restriction pursuant to
the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

            "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 of any Person that is not a Restricted Subsidiary or
            that is accounted for by the equity method of accounting shall be
            included only to the extent of the amount of dividends or
            distributions paid in cash to the specified Person or a Restricted
            Subsidiary thereof;

      (2)   the Net Income of any Restricted Subsidiary shall be excluded to the
            extent that the declaration or payment of dividends or similar
            distributions by that Restricted Subsidiary of that Net Income is
            not at the date of determination permitted without any prior
            governmental approval (that has not been obtained) or, directly or
            indirectly, by operation of the terms of its charter or any
            agreement, instrument, judgment, decree, order, statute, rule or
            governmental regulation applicable to that Restricted Subsidiary or
            its equityholders;

      (3)   the Net Income of any Person acquired during the specified period
            for any period prior to the date of such acquisition shall be
            excluded;

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

      (5)   notwithstanding clause (1) above, the Net Income (but not loss) of
            any Unrestricted Subsidiary shall be excluded, whether or not
            distributed to the specified Person or one of its Subsidiaries.

            "CONSTRUCTION INDEBTEDNESS" means, with respect to any Person, any
Indebtedness incurred to finance the cost of design, development, construction
and opening of new or redeveloped assets that will be used or useful in a
Permitted Business, including the cost of acquisition of related property, plant
or equipment, to be owned by such Person or any of its Restricted Subsidiaries.

            "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who:

      (1)   was a member of such Board of Directors on the date of this
            Indenture; or

      (2)   was nominated for election or elected to such Board of Directors
            with the approval of a majority of the Continuing Directors who were
            members of such Board at the time of such nomination or election.

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                                       7
<PAGE>

            "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 12.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of
November 20, 2003, among Opryland Hotel -- Florida Limited Partnership, as
borrower, the Company, as parent guarantor, and certain subsidiary guarantors,
Deutsche Bank Trust Company Americas, as Administrative Agent, Deutsche Bank
Securities, Inc. and Banc of America Securities LLC, as Joint Book Running
Managers and Co-Lead Arrangers, the other Lenders named therein providing for up
to $100.0 million of 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 FACILITIES" means one or more debt facilities (including,
without limitation, the Credit Agreement and the Nashville Hotel Loan until
repaid with the proceeds from the Notes) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

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

            "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 2.07 hereof,
substantially in the form of Exhibit A hereto, and 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 2.04 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 that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that

GAYLORD - INDENTURE

                                       8
<PAGE>

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. The
term "Disqualified Stock" shall also include any options, warrants or other
rights that are convertible into Disqualified Stock or that are redeemable at
the option of the holder, or required to be redeemed, prior to the date that is
91 days after the date on which the Notes mature.

            "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary of the Company
other than a Restricted Subsidiary that is (1) a "controlled foreign
corporation" under Section 957 of the Internal Revenue Code or (2) a Subsidiary
of any such controlled foreign corporation.

            "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 offer and sale of
Capital Stock (other than Disqualified Stock) of the Company.

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

            "EXCHANGE NOTES" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f) hereof.

            "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

            "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

            "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than (i) Indebtedness under the Credit Agreement, (ii)
Indebtedness represented by the SAILS Forward Exchange Contracts and (iii)
Indebtedness under the Nashville Hotel Loan) in existence on the date of the
Indenture after giving effect to the application of the proceeds of the Notes
(when such proceeds are applied) and any Indebtedness borrowed on the date of
the Indenture, until such amounts are repaid.

            "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

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

      (1)   the consolidated interest expense of such Person and its Restricted
            Subsidiaries for such period, whether paid or accrued, including,
            without limitation, amortization of debt issuance costs (other than
            as specified below) and original issue discount, non-cash interest
            payments, the interest component of any deferred payment
            obligations, the interest component of all payments associated with

GAYLORD - INDENTURE

                                       9
<PAGE>

            Capital Lease Obligations, imputed interest with respect to
            Attributable Debt, commissions, discounts and other fees and charges
            incurred in respect of letter of credit or bankers' acceptance
            financings, and net of the effect of all payments made or received
            pursuant to Hedging Obligations, but excluding (a) any interest
            expense under the SAILS Forward Exchange Contracts to the extent
            paid prior to November 12, 2003, (b) any non-cash interest expense
            under any Permitted SAILS Refinancing Indebtedness to the extent
            that (x) the obligation with respect to such expense may be
            satisfied in full by delivery of some or all of the Viacom Stock and
            (y) the Company does not sell, dispose of or otherwise convey any
            interest in the Viacom Stock owned by the Company on November 12,
            2003, other than pursuant to such Permitted SAILS Refinancing
            Indebtedness, (c) the amortization of prepaid deferred finance
            charges on the SAILS Forward Exchange Contracts and (d) amortization
            of debt issuance costs for Indebtedness outstanding on November 12,
            2003; plus

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

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

      (4)   the product of (a) all dividends, whether paid or accrued and
            whether or not in cash, on any series of Disqualified Stock or
            preferred stock of such Person or any of its Restricted
            Subsidiaries, 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, expressed as a
            decimal, in each case, on a consolidated basis and in accordance
            with GAAP.

            "FIXED CHARGE COVERAGE RATIO" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "CALCULATION DATE"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

            In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

GAYLORD - INDENTURE

                                       10
<PAGE>

      (1)   acquisitions and dispositions of business entities or property and
            assets constituting a division or line of business of any Person
            that have been made by the specified Person or any of its Restricted
            Subsidiaries, including through mergers or consolidations and
            including any related financing transactions, during the
            four-quarter reference period or subsequent to such reference period
            and on or prior to the Calculation Date shall be given pro forma
            effect as if they had occurred on the first day of the four-quarter
            reference period and Consolidated Cash Flow for such reference
            period shall be calculated on a pro forma basis in accordance with
            Regulation S-X under the Securities Act, but without giving effect
            to clause (3) of the proviso set forth in the definition of
            Consolidated Net Income;

      (2)   the Consolidated Cash Flow attributable to discontinued operations,
            as determined in accordance with GAAP shall be excluded;

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

      (4)   consolidated interest expense attributable to interest on any
            Indebtedness (whether existing or being incurred or, in the case of
            Construction Indebtedness, committed but undrawn) computed (i) with
            respect to all Indebtedness other than the committed but undrawn
            portion of any Construction Indebtedness, on a pro forma basis and
            bearing a floating interest rate shall be computed as if the rate in
            effect on the Calculation Date (taking into account any interest
            rate option, swap, cap or similar agreement applicable to such
            Indebtedness if such agreement has a remaining term in excess of 12
            months or, if shorter, at least equal to the remaining term of such
            Indebtedness) had been the applicable rate for the entire period and
            (ii) with respect to the committed but undrawn portion of any
            Construction Indebtedness, on a pro forma basis shall be computed as
            if the rate in effect on the drawn portion of such Construction
            Indebtedness on the Calculation Date (taking into account any
            interest rate option, swap, cap or similar agreement applicable to
            such Indebtedness if such agreement has a remaining term in excess
            of 12 months or, if shorter, at least equal to the remaining term of
            such Indebtedness) had been the applicable rate for the entire
            period.

            "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, the opinions and
pronouncements of the Public Company Accounting Oversight Board and in the
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
date of this Indenture.

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

GAYLORD - INDENTURE

                                       11
<PAGE>

            "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto, issued in accordance with Section 2.01, 2.07(b),
2.07(d) or 2.07(f) of this Indenture.

            "GOVERNMENT SECURITIES" means securities that are direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged.

            "GUARANTEE" means, as to any Person, 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 of another
Person.

            "GUARANTORS" means:

      (1)   Gaylord Program Services, Inc., Grand Ole Opry Tours, Inc.,
            Wildhorse Saloon Entertainment Ventures, Inc., Gaylord Investments,
            Inc., OLH Holdings, LLC, OLH, G.P., Opryland Hotel-Florida Limited
            Partnership, Gaylord Hotels, LLC, Opryland Hospitality, LLC,
            Opryland Hotel-Texas, LLC, Opryland Hotel-Texas Limited Partnership,
            Opryland Productions Inc., Opryland Theatricals Inc., Corporate
            Magic, Inc., Opryland Attractions, Inc., Gaylord Creative Group,
            Inc., CCK Holdings, LLC, ResortQuest International, Inc. and each of
            the domestic Subsidiaries of ResortQuest International, Inc.; and

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

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

            "HEDGING OBLIGATIONS" means, with respect to any specified Person,
the obligations of such Person under:

      (1)   interest rate swap agreements, interest rate cap agreements,
            interest rate collar agreements and other agreements or arrangements
            designed for the purpose of fixing, hedging or swapping interest
            rate risk;

      (2)   commodity swap agreements, commodity option agreements, forward
            contracts and other agreements or arrangements designed for the
            purpose of fixing, hedging or swapping commodity price risk; and

      (3)   foreign exchange contracts, currency swap agreements and other
            agreements or arrangements designed for the purpose of fixing,
            hedging or swapping foreign currency exchange rate risk.

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

GAYLORD - INDENTURE

                                       12
<PAGE>

            "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become directly or indirectly liable for
or with respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness; provided that (1) the committed but undrawn
portion of any Construction Indebtedness available to any Person shall be deemed
to be incurred by such Person at the time of such commitment and shall not be
deemed to be incurred upon being subsequently drawn, (2) any Indebtedness of a
Person existing at the time such Person becomes a Restricted Subsidiary of the
Company shall be deemed to be incurred by such Restricted Subsidiary at the time
it becomes a Restricted Subsidiary of the Company and (3) neither the accrual of
interest nor the accretion of original issue discount nor the payment of
interest in the form of additional Indebtedness with the same terms and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock (to the extent provided for when the
Indebtedness or Disqualified Stock on which such interest or dividend is paid
was originally issued) shall be considered an incurrence of Indebtedness;
provided that in each case the amount thereof is for all other purposes included
in the Fixed Charges and Indebtedness of the Company or its Restricted
Subsidiary as accrued.

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

      (1)   in respect of borrowed money including, without limitation,
            obligations under the SAILS Forward Exchange Contracts, any prepaid
            forward contract relating to the Viacom Stock or any Permitted SAILS
            Refinancing Indebtedness;

      (2)   evidenced by bonds, notes, debentures or similar instruments;

      (3)   evidenced by letters of credit (or reimbursement agreements in
            respect thereof), but excluding obligations with respect to letters
            of credit (including trade letters of credit) securing obligations
            (other than obligations described in clauses (1) or (2) above or
            clauses (5), (6) or (8) below) entered into in the ordinary course
            of business of such Person to the extent such letters of credit are
            not drawn upon or, if drawn upon, to the extent such drawing is
            reimbursed no later than the third Business Day following receipt by
            such Person of a demand for reimbursement;

      (4)   in respect of banker's acceptances;

      (5)   in respect of Capital Lease Obligations and Attributable Debt;

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

      (7)   representing Hedging Obligations, other than Hedging Obligations
            that are incurred for the purpose of fixing, hedging or swapping
            interest rate, commodity price or foreign currency exchange rate
            risk (or to reverse or amend any such agreements previously made for
            such purposes), and not for speculative purposes, and that do not
            increase the Indebtedness of the obligor outstanding at any time
            other than as a result of fluctuations in interest rates, commodity
            prices or foreign

GAYLORD - INDENTURE

                                       13
<PAGE>

            currency exchange rates or by reason of fees, indemnities and
            compensation payable thereunder; or

      (8)   representing Disqualified Stock valued at the greater of its
            voluntary or involuntary maximum fixed repurchase price plus accrued
            dividends.

In addition, the term "Indebtedness" includes (x) 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), provided that the amount of
such Indebtedness shall be the lesser of (A) the fair market value of such asset
at such date of determination and (B) the amount of such Indebtedness, (y) to
the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person and (z) the committed but undrawn portion of
any Construction Indebtedness of such Person. For purposes hereof, the "maximum
fixed repurchase price" of any Disqualified Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock, such fair market shall be determined in good
faith by the Board of Directors of the issuer of such Disqualified Stock.

            The amount of any Indebtedness outstanding as of any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

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

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

      (3)   in the case of Construction Indebtedness, the committed but undrawn
            portion thereof;

provided that Indebtedness shall not include:

      (i)   any liability for federal, state, local or other taxes,

      (ii)  performance, surety or appeal bonds provided in the ordinary course
            of business or

      (iii) agreements providing for indemnification, adjustment of purchase
            price or similar obligations, or Guarantees or letters of credit,
            surety bonds or performance bonds securing any obligations of the
            Company or any of its Restricted Subsidiaries pursuant to such
            agreements, in any case incurred in connection with the disposition
            of any business, assets or Restricted Subsidiary (other than
            Guarantees of Indebtedness incurred by any Person acquiring all or
            any portion of such business, assets or Restricted Subsidiary for
            the purpose of financing such

GAYLORD - INDENTURE

                                       14
<PAGE>

            acquisition), so long as the principal amount does not exceed the
            gross proceeds actually received by the Company or any Restricted
            Subsidiary in connection with such disposition.

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

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

            "INITIAL PURCHASERS" means the initial purchasers listed on Schedule
A of the purchase agreement dated October 28, 2003, among the Company, the
Guarantors and the Initial Purchasers.

            "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 is not also a QIB.

            "INVESTMENT GRADE" means (1) BBB- or above, in the case of S&P (or
its equivalent under any successor Rating Categories of S&P) and Baa3 or above,
in the case of Moody's (or its equivalent under any successor Rating Categories
of Moody's), or (2) the equivalent in respect of the Rating Categories of any
Rating Agencies.

            "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 or other extensions of credit (including Guarantees, but
excluding advances to customers or suppliers in the ordinary course of business
that are, in conformity with GAAP, recorded as accounts receivable, prepaid
expenses or deposits on the balance sheet of the Company or its Restricted
Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, payroll, travel and similar
advances to officers and employees made consistent with past practices), capital
contributions (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others),
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 Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Wholly
Owned Restricted Subsidiary of the Company or any Guarantor such that, after
giving effect to any such sale or disposition, such Person is no longer a Wholly
Owned Restricted Subsidiary of the Company or a Guarantor, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Investment in such Restricted Subsidiary
not sold or disposed of in an amount determined as provided in the final
paragraph of Section 4.07. The acquisition by the Company or any Restricted
Subsidiary of the Company of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by the Company or such Restricted Subsidiary
in such third Person in an amount equal to the fair market value of the

GAYLORD - INDENTURE

                                       15
<PAGE>

Investment held by the acquired Person in such third Person in an amount
determined as provided in Section 4.07 hereof.

            "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.

            "LEGENDED REGULATION S GLOBAL NOTE" means a global Note in the form
of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount at maturity of the Notes initially sold in reliance on Rule 903
of Regulation S.

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

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

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

            "MERGER" means the merger of GET Merger Sub, Inc. and ResortQuest
International, Inc. pursuant to the terms of the Merger Agreement.

            "MERGER AGREEMENT" means the Agreement and Plan of Merger, dated as
of August 4, 2003, among the Company, GET Merger Sub, Inc. and ResortQuest
International, Inc.

            "MOODY'S" means Moody's Investors Service, Inc.

            "NASHVILLE HOTEL LOAN" means the loan in the original principal
amount of $275.0 million made as of March 27, 2001 by Merrill Lynch Mortgage
Lending, Inc. to Opryland Hotel Nashville, LLC, secured by, among other things,
a first priority deed of trust encumbering Opryland Nashville, as in effect on
the date of this Indenture.

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

      (1)   any gain or loss, together with any related provision for taxes on
            such gain or loss, realized in connection with: (a) any sale of
            assets outside the ordinary course of

GAYLORD - INDENTURE

                                       16
<PAGE>

            business of such Person; or (b) the disposition of any securities by
            such Person or any of its Restricted Subsidiaries or the
            extinguishment of any Indebtedness of such Person or any of its
            Restricted Subsidiaries;

      (2)   any realized or unrealized gains or losses from the SAILS Forward
            Exchange Contracts, Permitted SAILS Refinancing Indebtedness or the
            Viacom stock;

      (3)   one-time nonrecurring costs and expenses of the Company and its
            Restricted Subsidiaries incurred in connection with the Merger in an
            aggregate amount since November 12, 2003 not to exceed $10.0
            million; an

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

            "NET PROCEEDS" means the aggregate cash proceeds, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not the interest component, thereof) 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 other disposition of any
non-cash consideration received in any Asset Sale), net of (1) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, (2) taxes paid or payable as a result thereof, in
each case, after taking into account any available tax credits or deductions and
any tax sharing arrangements, (3) amounts required to be applied to the
repayment of Indebtedness or other liabilities, secured by a Lien on the asset
or assets that were the subject of such Asset Sale, or required to be paid as a
result of such sale, (4) any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP and (5) appropriate
amounts to be provided by the Company or its Restricted Subsidiaries as a
reserve against liabilities associated with such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as determined in accordance
with GAAP.

            "NET TANGIBLE ASSETS" means the total amount of assets of the
Company and its Restricted Subsidiaries (less applicable depreciation,
amortization and other valuation reserves), except to the extent resulting from
write-ups of capital assets (excluding write-ups in connection with accounting
for acquisitions in conformity with GAAP), after deducting therefrom (1) all
current liabilities of the Company and its Restricted Subsidiaries (excluding
intercompany items) and all liabilities under the SAILS Forward Exchange
Contracts and Permitted SAILS Refinancing Indebtedness and (2) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP.

            "NON-U.S. PERSON" means a Person who is not a U.S. Person.

            "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to this
Indenture.

GAYLORD - INDENTURE

                                       17
<PAGE>

            "NOTES" means the 6.75% Senior Notes due 2014 of the Company issued
on the date hereof and any Additional Notes, including any Exchange Notes. The
Notes and the Additional Notes, if any, shall be treated as a single class for
all purposes under this Indenture.

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

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

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

            "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee (who may be counsel to or an employee of
the Company) that meets the requirements of Section 12.05 hereof.

            "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 BUSINESS" means any business conducted or proposed to be
conducted by the Company and its Restricted Subsidiaries on the date of this
Indenture and other businesses reasonably related, ancillary or complementary
thereto.

            "PERMITTED INVESTMENTS" means:

      (1)   any Investment in the Company, in a Wholly Owned Restricted
            Subsidiary of the Company or in a Guarantor;

      (2)   any Investment in Cash Equivalents;

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

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

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

GAYLORD - INDENTURE

                                       18
<PAGE>

      (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;

      (5)   Hedging Obligations that are incurred for the purpose of fixing,
            hedging or swapping interest rate, commodity price or foreign
            currency exchange rate risk (or to reverse or amend any such
            agreements previously made for such purposes), and not for
            speculative purposes, and that do not increase the Indebtedness of
            the obligor outstanding at any time other than as a result of
            fluctuations in interest rates, commodity prices or foreign currency
            exchange rates or by reason of fees, indemnifies and compensation
            payable thereunder;

      (6)   stock, obligations or securities received in satisfaction of
            judgments or pursuant to any plan of reorganization or similar
            arrangement under the bankruptcy or insolvency of any debtor;

      (7)   Investments by the Company or any of its Restricted Subsidiaries in
            Bass Pro, Inc. or the Oklahoma City Athletic Club, Inc. to the
            extent received in consideration for the Company's or its Restricted
            Subsidiaries' Investments in Bass Pro, Inc. or the Oklahoma City
            Athletic Club, Inc., respectively, to the extent such Investments
            were permitted under this Indenture;

      (8)   Investments by the Company to the extent received (a) in
            consideration for the Company's Investments in the Nashville Hockey
            Club Limited Partnership permitted under this Indenture or (b) in
            satisfaction of obligations pursuant to the Agreement of Limited
            Partnership of Nashville Hockey Club Limited Partnership dated as of
            June 25, 1997 between and among Leipold Hockey Holdings, LLC, Craig
            Leipold, Helen P. Johnson-Leipold, Samuel C. Johnson, CCK, Inc. and
            Nashville Hockey Club Limited Partnership or the Naming Rights
            Agreement dated as of November 24, 1999 by and between Nashville
            Hockey Club Limited Partnership and the Company;

      (9)   the Viacom Stock and any other Investments in existence on the date
            of this Indenture;

      (10)  any Investment by the Company deemed to be made by its incurrence of
            any Permitted SAILS Refinancing Indebtedness;

      (11)  loans or advances to employees made in the ordinary course of
            business of the Company or any Restricted Subsidiary thereof in an
            amount, together with all other loans or advances made pursuant to
            this clause (11), not to exceed $500,000 at any time outstanding;

      (12)  Investments in any Person in an aggregate amount (measured on the
            date such Investments were made and without giving effect to
            subsequent changes in value), when taken together with all other
            Investments made pursuant to this clause (12) since November 12,
            2003 (but, to the extent that any Investment made pursuant to this
            clause (12) since November 12, 2003 is sold or otherwise liquidated
            for cash, minus the lesser of (a) the cash return of capital with
            respect to such Investment

GAYLORD - INDENTURE

                                       19
<PAGE>

            (less the cost of disposition, if any) and (b) the initial amount of
            such Investment), not to exceed 10% of the Company's Net Tangible
            Assets; provided that, if such Person is not a Restricted Subsidiary
            of the Company, the Company or a Restricted Subsidiary thereof has
            entered or, concurrently with any such Investment, enters into a
            long-term management contract with respect to assets of such Person
            that are used or useful in a Permitted Business; provided further
            that the aggregate amount (measured on the date such Investments
            were made and without giving effect to subsequent changes in value)
            of Investments made in Persons that are not Restricted Subsidiaries
            of the Company do not exceed 5% of the Company's Net Tangible
            Assets; and

      (13)  other Investments in any Person having an aggregate value (measured
            on the date each such Investment was made and without giving effect
            to subsequent changes in value), when taken together with all other
            Investments made pursuant to this clause (13) since November 12,
            2003, not to exceed $5.0 million.

            "PERMITTED LIENS" means:

      (1)   Liens on the assets of the Company or any Restricted Subsidiary
            thereof securing Indebtedness in an amount not to exceed the sum of
            (A) the amount of secured Indebtedness in existence on November 12,
            2003, plus (B) $25.0 million, plus (C) up to $100.0 million of
            additional Indebtedness incurred by the Company or any Guarantor
            after the date of this Indenture under Credit Facilities, plus (D)
            (x) the amount of committed but undrawn Construction Indebtedness
            incurred after November 12, 2003, minus (y) the amount of such
            Construction Indebtedness drawn after November 12, 2003, plus (E)
            75% of the purchase price or cost of construction or improvement of
            property, plant or equipment used in the business of the Company or
            any Restricted Subsidiary thereof purchased or constructed after
            November 12, 2003, including any funds in restricted accounts to be
            used for the sole purpose of financing such purchase price or cost
            of construction or improvement, minus (F) the aggregate amount of
            all Net Proceeds of Asset Sales applied by the Company or any
            Restricted Subsidiary to permanently repay any Indebtedness in the
            foregoing clauses (A), (B), (C), (D) or (E) (and, in the case of any
            revolving credit Indebtedness, to effect a corresponding commitment
            reduction thereunder) pursuant to Section 4.10;

      (2)   Liens in favor of the Company or any Restricted Subsidiary;

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

      (4)   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

GAYLORD - INDENTURE

                                       20
<PAGE>

            existence prior to the contemplation of such acquisition and do not
            extend to any property other than the property so acquired by the
            Company or the Restricted Subsidiary (and additions and accessions
            thereto);

      (5)   Liens existing on the date of this Indenture;

      (6)   Liens with respect to obligations that do not exceed $15.0 million
            at any one time outstanding;

      (7)   Liens to secure Indebtedness (including Capital Lease Obligations)
            permitted by Section 4.09(b)(iv) covering only the assets acquired
            with such Indebtedness; and

      (8)   statutory and common law Liens of landlords and carriers,
            warehousemen, mechanics, suppliers, materialmen, repairmen or other
            similar Liens arising in the ordinary course of business and with
            respect to amounts not yet delinquent or being contested in good
            faith by appropriate legal proceedings promptly instituted and
            diligently conducted and for which a reserve or other appropriate
            provision, if any, as shall be required in conformity with GAAP
            shall have been made;

      (9)   Liens on cash or Cash Equivalents securing Hedging Obligations of
            the Company or any of its Restricted Subsidiaries that do not
            constitute Indebtedness or securing letters of credit that support
            such Hedging Obligations and Liens securing Hedging Obligations of
            the Company that do not constitute Indebtedness and that fix, hedge
            or swap interest rate risk on the Notes;

      (10)  Liens securing Permitted Refinancing Indebtedness (and all
            Obligations related thereto) and Permitted SAILS Refinancing
            Indebtedness; provided that such Liens do not extend to or cover any
            property or assets other than the property or assets that secure the
            Indebtedness being refinanced (and additions and accessions to such
            property or assets);

      (11)  Liens for taxes, assessments and governmental charges not yet
            delinquent or being contested in good faith and for which adequate
            reserves have been established to the extent required by GAAP;

      (12)  carriers, warehousemen's, mechanics', worker's, materialmen's,
            operators', landlords' or similar Liens arising in the ordinary
            course of business;

      (13)  Liens incurred or deposits made in the ordinary course of business
            in connection with worker's compensation, unemployment insurance or
            other social security obligations;

      (14)  Liens, deposits or pledges to secure the performance of bids,
            tenders, contracts (other than contracts for the payment of
            Indebtedness), leases, or other similar obligations arising in the
            ordinary course of business;

      (15)  survey exceptions, encumbrances, easements or reservations of, or
            rights of other for, rights of way, zoning or other restrictions as
            to the use of properties, and

GAYLORD - INDENTURE

                                       21
<PAGE>

            defects in title which, in the case of any of the foregoing, were
            not incurred or created to secure the payment of Indebtedness, and
            which in the aggregate do no materially adversely affect the value
            of such properties or materially impair the use for the purposes of
            which such properties are held by the Company or any of its
            Restricted Subsidiaries;

      (16)  judgment and attachment Liens not giving rise to an Event of Default
            and notices of lis pendens and associated rights related to
            litigation being contested in good faith by appropriate proceedings
            and for which adequate reserves have been made;

      (17)  Liens, deposits or pledges to secure public or statutory
            obligations, surety, stay, appeal, indemnity, performance or other
            similar bonds or obligations; and Liens, deposits or pledges in lieu
            of such bonds or obligations, or to secure such bonds or
            obligations, or to secure letters of credit in lieu of or supporting
            the payment of such bonds or obligations;

      (18)  Liens on property or assets used to defease Indebtedness that was
            not incurred in violation of this Indenture;

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

      (20)  any interest or title of a lessor, licensor or sublicensor in the
            property subject to any lease, license or sublicense;

      (21)  Liens arising from precautionary UCC financing statements regarding
            operating leases or consignments; and

      (22)  Liens of franchisors in the ordinary course of business not securing
            Indebtedness.

            "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 so
            extended, refinanced, renewed, replaced, defeased or refunded (plus
            all accrued interest thereon and the amount of any reasonably
            determined premium necessary to accomplish such refinancing and such
            reasonable expenses incurred in connection therewith);

      (2)   such Permitted Refinancing Indebtedness has a final maturity date
            the same as or 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

GAYLORD - INDENTURE

                                       22
<PAGE>

            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 Note 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 on
            terms at least as favorable to the Holders of Notes as those
            contained in the documentation governing the Indebtedness being
            extended, refinanced, renewed, replaced, defeased or refunded;

      (4)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is pari passu in right of payment with the
            Notes or any Note Guarantees, such Permitted Refinancing
            Indebtedness is pari passu with, or subordinated in right of payment
            to, the Notes or such Note Guarantees; and

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

            "PERMITTED SAILS REFINANCING INDEBTEDNESS" means any Indebtedness
(including any related options on some or all of the Viacom Stock, whether in
one or more separate agreements) of the Company issued in exchange for, or the
net proceeds of which are used solely to offset, purchase, redeem, extend,
refinance, renew, replace, defease, refund or otherwise acquire or retire the
Company's Indebtedness represented by the SAILS Forward Exchange Contracts as in
effect on the date of this Indenture or any Permitted SAILS Refinancing
Indebtedness; provided that, (i) on the date of its incurrence, the purchase
price or principal amount of such Permitted SAILS Refinancing Indebtedness does
not exceed the fair market value of the Viacom Stock on such date and (ii) the
Company's obligations with respect to the purchase price or principal amount of
such Permitted SAILS Refinancing Indebtedness (x) may be satisfied in full by
delivery of the Viacom Stock and any related options on the Viacom Stock or any
proceeds received by the Company on account of such options (provided that, in
the case of the Viacom Stock, such delivery need not be the exclusive method of
satisfying the Company's obligations thereunder); provided that if the Company
no longer owns sufficient Viacom Stock and/or related options on Viacom Stock to
satisfy in full the Company's Obligations under such Permitted SAILS Refinancing
Indebtedness, such Indebtedness shall no longer be deemed to be Permitted SAILS
Refinancing Indebtedness, and (y) are not secured by any Liens on any of the
Company's or its Subsidiaries' assets other than the Viacom Stock and the
related options on such Viacom Stock.

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

            "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

GAYLORD - INDENTURE

                                       23
<PAGE>

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

            "RATING AGENCIES" means (1) S&P and Moody's or (2) if S&P or Moody's
or both of them are not making ratings publicly available, a nationally
recognized U.S. rating agency or agencies, as the case may be, selected by the
Company, which will be substituted for S&P or Moody's or both, as the case may
be.

            "RATING CATEGORY" means (1) with respect to S&P, any of the
following categories (any of which may include a "+" or "-"): AAA, AA, A, BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect
to Moody's, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C
and D (or equivalent successor categories), and (3) the equivalent of any such
categories of S&P or Moody's used by another Rating Agency, if applicable.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

            "REGULATION S GLOBAL NOTE" means a Legended Regulation S Global Note
or an Unlegended Regulation S Global Note, as appropriate.

            "REPLACEMENT ASSETS" means (1) non-current tangible assets that will
be used or useful in a Permitted Business, (2) substantially all the assets of a
Permitted Business or the Voting Stock of any Person engaged in a Permitted
Business that will become on the date of acquisition thereof a Wholly Owned
Restricted Subsidiary or (3) Investments to the extent permitted under Section
4.07 (other than Investments permitted by clause (4) of the definition of
Permitted Investments).

            "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.

GAYLORD - INDENTURE

                                       24
<PAGE>

            "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

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

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

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

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

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

            "S&P" means Standard & Poor's Rating Services.

            "SAILS FORWARD EXCHANGE CONTRACTS" means, collectively, the SAILS
Mandatorily Exchangeable Securities Contract dated May 22, 2000, among the
Company, OLH, G.P., Credit Suisse First Boston International and Credit Suisse
First Boston Corporation, as Agent, together with the SAILS Pledge Agreement
dated as of May 22, 2000, among the Company, Credit Suisse First Boston
International and Credit Suisse First Boston Corporation, as Agent, as amended
by the letter dated October 6, 2000 by Credit Suisse First Boston International
and Credit Suisse First Boston Corporation to OLH, G.P. and Merrill Lynch
Mortgage Capital, Inc., each as in effect on the date of this Indenture.

            "SALE AND LEASEBACK TRANSACTION" means, with respect to any Person,
any transaction involving any of the assets or properties of such Person whether
now owned or hereafter acquired, whereby such Person sells or transfers such
assets or properties and then or thereafter leases such assets or properties or
any part thereof or any other assets or properties which such Person intends to
use for substantially the same purpose or purposes as the assets or properties
sold or transferred.

            "SEC" means the Securities and Exchange Commission.

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

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

            "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would constitute
a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of
the Securities Act; provided, however, that for purposes of this Indenture and
the Notes, 5% shall be substituted for 10% in each place that it appears in such
definition.

            "STATED MATURITY" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not

GAYLORD - INDENTURE

                                       25
<PAGE>

include any contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for the payment
thereof.

            "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).

            "TIA" means the Trust Indenture Act of 1939, as in effect on the
date on which this Indenture is qualified under the TIA.

            "TRUSTEE" means U.S. Bank National Association, a national banking
corporation, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

            "UNLEGENDED REGULATION S GLOBAL NOTE" means a permanent global Note
in the form of Exhibit A hereto bearing the Global Note Legend, deposited with
or on behalf of and registered in the name of the Depositary or its nominee and
issued upon expiration of the Restricted Period.

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

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

            "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company that
is designated by the Board of Directors as an Unrestricted Subsidiary pursuant
to a Board Resolution in compliance with Section 4.16 and any Subsidiary of such
Subsidiary.

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

            "VIACOM STOCK" means the 10,937,900 shares of Class B common stock,
par value $.01 per share, of Viacom Inc. owned by the Company, and any other
securities into which such shares may be converted or reclassified or that may
be issued in respect of, in exchange for,

GAYLORD - INDENTURE

                                       26
<PAGE>

or in substitution of, such shares of Class B common stock by reason of any
stock splits, stock dividends, distributions, mergers consolidations or other
like events.

            "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 thereof, 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 or
Investments by foreign nationals mandated by applicable law) shall at the time
be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries
of such Person and one or more Wholly Owned Restricted Subsidiaries of such
Person.

Section 1.02. Other Definitions.

<TABLE>
                                                                                                   DEFINED IN
TERM                                                                                                SECTION
----                                                                                                -------
<S>                                                                                                <C>
"AFFILIATE TRANSACTION".........................................................................      4.11
"ASSET SALE OFFER"..............................................................................      4.10
"AUTHENTICATION ORDER"..........................................................................      2.02
"BASKET PERIOD".................................................................................      4.07
"CHANGE OF CONTROL OFFER".......................................................................      4.14
"CHANGE OF CONTROL PAYMENT".....................................................................      4.14
"CHANGE OF CONTROL PAYMENT DATE"................................................................      4.14
"COVENANT DEFEASANCE"...........................................................................      8.03
"DTC"...........................................................................................      2.01
"EVENT OF DEFAULT"..............................................................................      6.01
"EXCESS PROCEEDS"...............................................................................      4.10
"LEGAL DEFEASANCE"..............................................................................      8.02
"OFFER AMOUNT"..................................................................................      3.08
"OFFER PERIOD"..................................................................................      3.08
"OFFSHORE TRANSACTION"..........................................................................      2.07
</TABLE>

GAYLORD - INDENTURE

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   DEFINED IN
TERM                                                                                                SECTION
----                                                                                                -------
<S>                                                                                                <C>
"AFFIL
"PAYING AGENT"..................................................................................      2.04
"PAYMENT DEFAULT"...............................................................................      6.01
"PERMITTED DEBT"................................................................................      4.09
"PURCHASE DATE".................................................................................      3.08
"REGISTRAR".....................................................................................      2.04
"RELATED PROCEEDINGS"...........................................................................     12.09
"REPURCHASE OFFER"..............................................................................      3.08
"RESTRICTED PAYMENTS"...........................................................................      4.07
"SPECIFIED COURTS"..............................................................................     12.09
"SUSPENDED COVENANTS"...........................................................................      4.21
"SUSPENSION CONDITION"..........................................................................      4.21
</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 means the Company and any successor obligor
      upon the Notes.

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

Section 1.04. Rules of Construction. Unless the context otherwise requires:

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

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

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            (c)   "or" is not exclusive;

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

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

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

                                  ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued in registered, global form without interest coupons and only
shall be in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

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

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (and shall include the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto), and shall be deposited on behalf of the purchasers of the
Notes represented thereby with the Trustee, as custodian for The Depository
Trust Company ("DTC") in New York, New York and registered in the name of DTC
and duly executed by the Company and authenticated by the Trustee as hereinafter
provided. Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee in accordance
with instructions given by the Holder thereof as required by Section 2.07
hereof.

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<PAGE>

            (c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Legended Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for DTC in New York, New
York, 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, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. Following the termination of the Restricted Period,
beneficial interests in the Legended Regulation S Global Note shall be exchanged
for beneficial interests in Unlegended Regulation S Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Unlegended
Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S
Global Note. The aggregate principal amount of the Regulation S 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.

            (d) 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 Cedel Bank"
and "Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

            Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature.

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

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

            The aggregate principal amount of Notes which may be authenticated
and delivered under this Indenture is unlimited.

            The Company may, subject to Article Four of this Indenture and
applicable law, issue Additional Notes under this Indenture, including Exchange
Notes. The Notes issued on the Closing Date and any Additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.

            The Trustee shall, upon a written order of the Company signed by two
Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Notes for
original issue on the date hereof of $225 million. At any time and from time to
time after the execution of this Indenture, the Trustee shall, upon receipt of
an Authentication Order, authenticate Notes for original issue in aggregate
principal amount specified in such Authentication Order. The Authentication
Order

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<PAGE>

shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated.

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

Section 2.03. Methods of Receiving Payments on the Notes.

            If a Holder of Notes has given wire transfer instructions to the
Company, the Company shall pay all principal, interest and premium and
Liquidated Damages, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City and State of New York unless
the Company elects to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders.

Section 2.04. Registrar and Paying Agent.

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

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

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

Section 2.05. Paying Agent to Hold Money in Trust.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all

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<PAGE>

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

Section 2.06. Holder Lists.

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

Section 2.07. 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 shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary; or
(ii) there shall have occurred and be continuing a Default or Event of Default
with respect to the Notes. Upon the occurrence of either of the preceding events
in (i) or (ii) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or
2.11 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 2.07(a), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.07(b), (d) or (f)
hereof.

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<PAGE>

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

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

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.07(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above; provided that in no event shall
      Definitive Notes be issued upon the transfer or exchange of beneficial
      interests in the Legended Regulation S Global Note prior to the expiration
      of the Restricted Period. Upon consummation of an Exchange Offer by the
      Company in accordance with Section 2.07(f) hereof, the requirements of
      this Section 2.07(b)(ii) shall be deemed to have been satisfied upon
      receipt by the Registrar of the instructions contained in the Letter of
      Transmittal delivered by the Holder of such beneficial interests in the
      Restricted Global Notes. Upon satisfaction of all of the requirements for
      transfer or exchange of beneficial interests in Global Notes contained in
      this Indenture and the Notes or otherwise applicable under the Securities
      Act, the Trustee shall adjust the principal amount at maturity of the
      relevant Global Notes pursuant to Section 2.07(i) hereof.

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<PAGE>

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.07(b)(ii) above and the
      Registrar receives the following:

                  (A) if the transferee shall 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; and

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

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in the Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      Holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.07(b)(ii) above and:

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

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

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

                  (D) the Registrar receives the following:

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

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a beneficial interest in an

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                                       34
<PAGE>

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

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

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

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

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

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

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

                  (C) [INTENTIONALLY OMITTED];

                  (D) [INTENTIONALLY OMITTED];

                  (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 that
            listed in subparagraph (B) above, a certificate to the effect set
            forth in Exhibit B hereto, including the

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                                       35
<PAGE>

            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable; or

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

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest in a Restricted Global Note pursuant to this
      Section 2.07(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 2.07(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

            (ii) Beneficial Interests in Legended Regulation S Global Note to
      Definitive Notes. A beneficial interest in the Legended Regulation S
      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 the expiration of the Restricted Period, 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.

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

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

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

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

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                                       36
<PAGE>

                  (D) the Registrar receives the following:

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

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

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

            (iv) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof,
      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.07(c)(iv) 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 pursuant to this Section
      2.07(c)(iv) shall not bear the Private Placement Legend.

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

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

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                                       37
<PAGE>

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

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

                        (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an "OFFSHORE transaction"
                  in accordance with Rule 903 or Rule 904 under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (2) thereof, the
                  Trustee shall cancel the Restricted Definitive Note, increase
                  or cause to be increased the aggregate principal amount of, in
                  the case of clause (A) above, the appropriate Restricted
                  Global Note, in the case of clause (B) above, the 144A Global
                  Note, and in the case of clause (C) above, the Regulation S
                  Global Note.

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

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

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

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

                        (D) the Registrar receives the following:

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

                              (2) if the Holder of such Definitive Notes
                        proposes to transfer such Notes to a Person who shall
                        take delivery thereof in the form of a

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                                       38
<PAGE>

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

            Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

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

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

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

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

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<PAGE>

                  (A) if the transfer shall 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) [INTENTIONALLY OMITTED]; and

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests, an Opinion of Counsel in form reasonably
            acceptable to the Company to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement

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<PAGE>

            Legend are no longer required in order to maintain compliance with
            the Securities Act.

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

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

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

            (i) Private Placement Legend. Except as permitted 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:

      THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
      ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED
      HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,
      ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
      NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
      HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE
      HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
      THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
      HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
      COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR
      ANY PREDECESSOR OF THIS NOTE

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<PAGE>

      AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION
      DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO
      LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
      "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 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 OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
      AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
      PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
      COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
      ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION
      DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
      AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF
      THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
      APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
      TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER
      THE RESALE RESTRICTION TERMINATION DATE.

            Notwithstanding the foregoing, any Global Note or Definitive Note
      issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
      (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes
      issued in exchange therefor or substitution thereof) shall not bear the
      Private Placement Legend.

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

      THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY

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                                       42
<PAGE>

      BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
      THE COMPANY.

            (h) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall 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).

            (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 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 shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (j) General Provisions Relating to Transfers and Exchanges.

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

            (ii) No service charge shall be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05 hereof).

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

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

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<PAGE>

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

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

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

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.07 to
      effect a registration of transfer or exchange may be submitted by
      facsimile with the original to follow by first class mail.

Section 2.08. Replacement Notes.

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

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

Section 2.09. Outstanding Notes.

            (a) 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 2.10 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company

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                                       44
<PAGE>

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.

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

            (c) 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.

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

Section 2.10. Treasury Notes.

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

Section 2.11. Temporary Notes.

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

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

Section 2.12. Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall

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                                       45
<PAGE>

dispose of canceled Notes in accordance with its procedures for the disposition
of canceled securities in effect as of the date of such disposition (subject to
the record retention requirement of the Exchange Act). Certification of the
disposition of all canceled Notes shall be delivered to the Company. The Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.13. Defaulted Interest.

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

Section 2.14. CUSIP Numbers.

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

                                 ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.

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

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                                       46
<PAGE>

Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption
price.

Section 3.02. Selection of Notes to Be Redeemed.

            (a) If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

            (b) The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in
amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03. Notice of Redemption.

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

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

            (i) the redemption date;

            (ii) the redemption price;

            (iii) if any Note is being redeemed in part, the portion of the
      principal amount at maturity 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 of the original Note
      shall be issued in the name of the Holder thereof upon cancellation of the
      original Note;

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

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                                       47
<PAGE>

            (v) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price and become due on the date
      fixed for redemption;

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

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

            (viii) 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.

            (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

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.

            If a notice of redemption is mailed in accordance with Section 3.03
hereof, the notice shall be conclusively presumed to have been given whether or
not the Holder receives such notice. Failure to give notice or any defect in a
notice to any Holder shall not affect the validity of the notice to any other
Holder.

Section 3.05. Deposit of Redemption Price.

            (a) Not later than 11:00 am on the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest and Liquidated Damages, if any, on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

            (b) If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to

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                                       48
<PAGE>

the Person in whose name such Note was registered at the close of business on
such record date. If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed
in part.

Section 3.07. Optional Redemption.

            (a) Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to November 15, 2009. On November 15, 2009 and thereafter, the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 15 of the years
indicated below:

<TABLE>
<CAPTION>
YEAR                                                                       PERCENTAGE
----                                                                       ----------
<S>                                                                        <C>
2009.............................................................           103.375%

2010.............................................................           102.250%

2011.............................................................           101.125%

2012 and thereafter..............................................           100.000%
</TABLE>

            (b)At any time prior to November 15, 2007, the Company may redeem up
to 35% of the aggregate principal amount of Notes issued hereunder (including
any Additional Notes) at a redemption price of 106.750% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (A) at least 65% of the aggregate principal amount of the Notes
issued under this Indenture (including any Additional Notes) remains outstanding
immediately after the occurrence of such redemption, excluding Notes held by the
Company and its Subsidiaries; and (B) the redemption must occur within 45 days
of the date of the closing of such Equity Offering.

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                                       49
<PAGE>

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

Section 3.08. Repurchase Offers.

            In the event that, pursuant to Section 4.10 or 4.14 hereof, the
Company shall be required to commence an offer to all Holders to purchase all or
a portion of their respective Notes (a "REPURCHASE OFFER"), it shall follow the
procedures specified in such Sections and, to the extent not inconsistent
therewith, the procedures specified below.

            The Repurchase Offer shall remain open for a period of no less than
30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

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

            Upon the commencement of a Repurchase Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

            (i)that the Repurchase Offer is being made pursuant to this Section
      3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the
      Repurchase Offer shall remain open;

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

            (iii) that any Note not tendered or accepted for payment shall
      continue to accrue interest and Liquidated Damages, if any;

            (iv) that, unless the Company defaults in making such payment, any
      Note (or portion thereof) accepted for payment pursuant to the Repurchase
      Offer shall cease to accrue interest and Liquidated Damages, if any, after
      the Purchase Date;

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

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<PAGE>

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

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

            (viii) that, if the aggregate amount of Notes surrendered by Holders
      exceeds the Offer Amount, the Trustee shall, subject in the case of a
      Repurchase Offer made pursuant to Section 4.10 to the provisions of
      Section 4.10, select the Notes to be purchased on a pro rata basis (with
      such adjustments as may be deemed appropriate by the Trustee so that only
      Notes in denominations of $1,000, or integral multiples thereof, shall be
      purchased); and

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

            On the Purchase Date, the Company shall, to the extent lawful,
subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the
provisions of Section 4.10, accept for payment on a pro rata basis to the extent
necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to
the Repurchase Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes (or portions thereof) were accepted for payment by the
Company in accordance with the terms of this Section 3.08. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than three days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of Notes tendered by such
Holder, as the case may be, and accepted by the Company for purchase, and the
Company, shall promptly issue a new Note. The Trustee, upon written request from
the Company shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount at maturity equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the respective Holder thereof. The Company shall publicly
announce the results of the Repurchase Offer on the Purchase Date.

            The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act, and any other securities laws and regulations thereunder to
the extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Repurchase Offer and shall not be deemed
to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of
such compliance.

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Section 3.09.     Application of Trust Money.

            All money deposited with the Trustee pursuant to Section 11.02 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.

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes.

            (a) The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

            (b) The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, and 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.

            (a) The Company shall maintain in the Borough of Manhattan, The City
of New York, an office or agency (which may be an office of the Trustee or an
agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered
for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

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

Section 4.03. Reports.

            (a) Whether or not required by the SEC, the Company shall file a
copy of all of the information and reports referred to in clauses (1) and (2)
below 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, upon request furnish such information to the Holders of the Notes and
prospective investors:

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

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

            (b) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by this Section 4.03 shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

            (c) In addition, the Company and the Guarantors have agreed that,
for so long as any Notes remain outstanding, they will furnish to the Holders
and to prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate.

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<PAGE>

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

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (which shall
be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four or Article Five 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) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

            The Company and each of the Guarantors covenant (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at

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                                       54
<PAGE>

any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company and each of the Guarantors (to the extent that
it may lawfully do so) hereby expressly waive all benefit or advantage of any
such law, and covenant that they shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
has been enacted.

Section 4.07. Restricted Payments.

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

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

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or of any Restricted Subsidiaries of the Company held by Persons other
      than the Company or any of its Restricted Subsidiaries;

            (iii) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness that is
      subordinated to the Notes or the Note Guarantees, except (a) a payment of
      interest or principal at the Stated Maturity thereof or (b) the purchase,
      repurchase or other acquisition of any such Indebtedness in anticipation
      of satisfying a sinking fund obligation, principal installment or final
      maturity, in each case due within one year of the date of such purchase,
      repurchase or other acquisition;

            (iv) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value the Company's obligations
      under the SAILS Forward Exchange Contracts (other than through delivery of
      some or all of the Viacom Stock securing such contracts or through
      Permitted SAILS Refinancing Indebtedness); or

            (v) make any Restricted Investment (all such payments and other
      actions set forth in Section 4.07(a)(i) through (v) above being
      collectively referred to as "RESTRICTED PAYMENTS"),

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

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<PAGE>

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

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

                  (C) such Restricted Payment, together with the aggregate
            amount of all other Restricted Payments made by the Company and its
            Restricted Subsidiaries after November 12, 2003 (excluding
            Restricted Payments permitted by Sections (ii), (iii), (iv), (v),
            (vi), (vii), (viii), (ix) and (x) of Section 4.07(b) below), is less
            than the sum, without duplication, of:

                        (1) an amount equal to the Company's Consolidated Cash
                  Flow for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter commencing after
                  November 12, 2003 to the end of the Company's most recently
                  ended fiscal quarter for which internal financial statements
                  are available at the time of such Restricted Payment (the
                  "BASKET PERIOD") less the product of 2.0 times the Company's
                  Fixed Charges for the Basket Period, plus

                        (2) 100% of the aggregate net cash proceeds received by
                  the Company since November 12, 2003 as a contribution to its
                  common equity capital or from the issue or sale of Equity
                  Interests of the Company (other than Disqualified Stock) or
                  from the issue or sale of convertible or exchangeable
                  Disqualified Stock or convertible or exchangeable debt
                  securities of the Company that have been converted into or
                  exchanged for such Equity Interests (other than Equity
                  Interests (or Disqualified Stock or debt securities) sold to a
                  Subsidiary of the Company), plus

                        (3) with respect to Restricted Investments made by the
                  Company and its Restricted Subsidiaries after November 12,
                  2003 an amount equal to the net reduction in Investments
                  (other than reductions in Permitted Investments) in any Person
                  resulting from repayments of loans or advances, or other
                  transfers of assets, in each case to the Company or any
                  Restricted Subsidiary or from the net cash proceeds from the
                  sale of any such Investment (except, in each case, to the
                  extent any such payment or proceeds are included in the
                  calculation of Consolidated Net Income), from the release of
                  any Guarantee (except to the extent any amounts are paid under
                  such Guarantee) or from redesignations of Unrestricted
                  Subsidiaries as Restricted Subsidiaries, not to exceed, in
                  each case, the amount of Investments previously made by the
                  Company or any Restricted Subsidiary in such Person or
                  Unrestricted Subsidiary.

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<PAGE>

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

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

            (ii) the redemption, repurchase, retirement, defeasance or other
      acquisition of any subordinated Indebtedness of the Company or any
      Guarantor or of any Equity Interests of the Company or any Guarantor
      (including payment of accrued and unpaid dividends on any such Equity
      Interests) in exchange for, or out of the net cash proceeds of a
      contribution to the common equity of the Company or a substantially
      concurrent sale (other than to a Subsidiary of the Company) of, Equity
      Interests of the Company (other than Disqualified Stock); provided that
      the amount of any such net cash proceeds that are utilized for any such
      redemption, repurchase, retirement, defeasance or other acquisition shall
      be excluded from Section 4.07(a)(C)(2);

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

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

            (v) Investments acquired as a capital contribution to, or in
      exchange for, or out of the net cash proceeds of a substantially
      concurrent offering of, Equity Interests (other than Disqualified Stock)
      of the Company; provided that the amount of any such net cash proceeds
      that are utilized for any such acquisition or exchange shall be excluded
      from Section 4.07(a)(C)(2);

            (vi) the repurchase of Capital Stock deemed to occur upon the
      exercise of options or warrants if such Capital Stock represents all or a
      portion of the exercise price thereof;

            (vii) cash payments in lieu of the issuance of fractional shares in
      connection with the exercise of warrants, options or other securities
      convertible into or exchangeable for Equity Interests of the Company;

            (viii) the declaration or payment of dividends on Disqualified Stock
      the issuance of which was permitted by this Indenture;

            (ix) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company held by any current or
      former employee or director of the Company (or any of its Restricted
      Subsidiaries) pursuant to the terms of any employee equity subscription
      agreement, stock option agreement or similar agreement entered into in the
      ordinary course of business; provided that the aggregate price paid for
      all such repurchased, redeemed, acquired or retired Equity Interests in
      any calendar year shall not exceed $2.0 million; provided further that, to
      the extent that such aggregate

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<PAGE>

      price paid under this Section 4.07(b)(ix) in any calendar year is less
      than $2.0 million, any unused amount may be used to make such repurchases,
      redemptions or other acquisition or retirement only in the immediately
      succeeding twelve-month period; or

            (x) other Restricted Payments in an amount, when taken together with
      all other Restricted Payments made pursuant to this Section 4.07(b)(x)
      since November 12, 2003, not to exceed $25.0 million.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $15.0 million. 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 opinion or appraisal required by this
Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

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

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

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

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

            (b) However, the preceding restrictions shall not apply to such
encumbrances or restrictions:

            (i) existing under, by reason of or with respect to the Credit
      Agreement, the SAILS Forward Exchange Contracts, the Nashville Hotel Loan,
      Existing Indebtedness or any other agreements in effect on the date of
      this Indenture and any amendments, modifications, restatements, renewals,
      extensions, supplements, refundings, replacements or refinancings thereof;
      provided that the encumbrances and restrictions in any such

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<PAGE>

      amendments, modifications, restatements, renewals, extensions,
      supplements, refundings, replacement or refinancings are not materially
      more restrictive, taken as a whole, than those contained in the Credit
      Agreement, Existing Indebtedness or such other agreements as in effect on
      the date of this Indenture;

            (ii) existing under, by reason of, or with respect to, this
      Indenture, the Notes or the Note Guarantees;

            (iii) existing under, by reason of or with respect to applicable
      law;

            (iv) with respect to any Person or the property or assets of a
      Person acquired by the Company or any of its Restricted Subsidiaries
      existing at the time of such acquisition and not 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 and any amendments, modifications, restatements,
      renewals, extensions, supplements, refundings, replacements or
      refinancings thereof; provided that the encumbrances and restrictions in
      any such amendments, modifications, restatements, renewals, extensions,
      supplements, refundings, replacement or refinancings are not materially
      more restrictive, taken as a whole, than those in effect on the date of
      the acquisition;

            (v) existing under, by reason of or with respect to Indebtedness of
      any Restricted Subsidiary of the Company if the encumbrance or restriction
      applies only upon a payment or financial covenant default or event of
      default contained in such Indebtedness; provided that (A) such
      encumbrances or restrictions are not materially more adverse to the
      Holders of the Notes than is customary for comparable financings (as
      determined in good faith by the Board of Directors) and (B) the Company
      delivers an Officers' Certificate to the Trustee evidencing the Company's
      determination that the imposition of such encumbrances or restrictions
      will not materially impair the Company's ability to make payments when due
      with respect to the Notes;

            (vi) in the case of Section 4.08(a)(iii),

                  (A) that restrict in a customary manner the subletting,
            assignment or transfer of any property or asset that is a lease,
            license, conveyance or contract or similar property or asset,

                  (B) existing by virtue of any transfer of, agreement to
            transfer, option or right with respect to, or Lien on, or lease of,
            any property or assets of the Company or any Restricted Subsidiary
            not otherwise prohibited by this Indenture, or

                  (C) arising or agreed to in the ordinary course of business,
            not relating to any Indebtedness, and that do not, individually or
            in the aggregate, detract from the value of property or assets of
            the Company or any Restricted Subsidiary in any manner material to
            the Company or any Restricted Subsidiary;

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<PAGE>

            (vii) existing under, by reason of or with respect to any agreement
      for the sale or other disposition of all or substantially all of the
      capital stock of, or property and assets of, a Restricted Subsidiary that
      restricts distributions by that Restricted Subsidiary pending such sale or
      other disposition;

            (viii) restrictions on cash or other deposits or net worth imposed
      by customers or required by insurance, surety or bonding companies, in
      each case, under contracts entered into in the ordinary course of
      business;

            (ix) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced; and

            (x) customary supermajority voting provisions and customary
      provisions with respect to the disposition or distribution of assets or
      property, in each case contained in joint venture agreements.

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

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Debt and Construction Indebtedness), and the Company shall
not permit any of its Restricted Subsidiaries to issue any preferred stock;
provided, however, that the Company or any Restricted Subsidiary thereof may
incur Indebtedness (including Acquired Debt) or issue shares of preferred stock,
if the Fixed Charge Coverage Ratio for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
would have been at least 2.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred at the beginning of such four-quarter period.

            (b) Section 4.09(a) will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, "PERMITTED DEBT"):

            (i) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness under Credit Facilities (including the Credit
      Agreement and the Nashville Hotel Loan, until repaid with the proceeds for
      the Notes) in an aggregate principal amount at any one time outstanding
      pursuant to this Section 4.09(b)(i) (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 $300.0
      million, less the aggregate amount of all Net Proceeds of Asset Sales
      applied by the Company or any Restricted Subsidiary thereof to permanently
      repay any such Indebtedness (and, in the case of any revolving credit
      Indebtedness, to effect a corresponding commitment reduction thereunder)
      pursuant to Section 4.10;

            (ii) the incurrence of Existing Indebtedness;

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<PAGE>

            (iii) the incurrence by the Company and the Guarantors of (a)
      Indebtedness represented by the Notes to be issued on the date of this
      Indenture and the related Note Guarantees, (b) Indebtedness represented by
      the Exchange Notes and the related Note Guarantees to be issued pursuant
      to the Registration Rights Agreement and (c) Indebtedness to the extent
      the net proceeds are promptly used to defease the Notes as described in
      Article Eight;

            (iv) the incurrence by the Company or any Restricted Subsidiary of
      the Company of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of construction or improvement of property, plant or equipment used in the
      business of the Company or such Restricted Subsidiary, in an aggregate
      principal amount, including all Permitted Refinancing Indebtedness
      incurred to refund, refinance or replace any Indebtedness incurred
      pursuant to this Section 4.09(b)(iv), not to exceed $30.0 million at any
      time outstanding;

            (v) the incurrence by the Company or any Restricted Subsidiary of
      the Company of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to refund, refinance or replace
      Indebtedness (other than intercompany Indebtedness) that was permitted by
      this Indenture to be incurred under Section 4.09(a) or Section
      4.09(b)(ii), (iii), (iv), (v), (ix) or (xi);

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness owing to and held by the Company
      or any of its Restricted Subsidiaries; provided, however, that:

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

            (b)   Indebtedness owed to the Company or any Guarantor must be
                  evidenced by an unsubordinated promissory note, unless the
                  obligor under such Indebtedness is the Company or a Guarantor;
                  and

            (c)   (i) any subsequent issuance or transfer of Equity Interests
                  that results in any such Indebtedness being held by a Person
                  other than the Company or a Restricted Subsidiary thereof and
                  (ii) any sale or other transfer of any such Indebtedness to a
                  Person that is not either the Company or a Restricted
                  Subsidiary thereof, shall be deemed, in each case, to
                  constitute an incurrence of such Indebtedness by the Company
                  or such Restricted Subsidiary, as the case may be, that was
                  not permitted by this Section 4.09(b)(vi);

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

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            (viii) the incurrence by the Company or any Guarantor of
      Indebtedness represented by the SAILS Forward Exchange Contracts and any
      Permitted SAILS Refinancing Indebtedness;

            (ix) the incurrence by the Company or any Restricted Subsidiary
      thereof of Indebtedness to the extent the net proceeds are used to pay the
      Company's tax liability with respect to its sale of the Viacom Stock
      pursuant to the SAILS Forward Exchange Contracts or any Permitted SAILS
      Refinancing Indebtedness;

            (x) the issuance of preferred stock by a Restricted Subsidiary of
      the Company to the Company or to a Wholly Owned Restricted Subsidiary
      thereof; provided that (a) any subsequent issuance or transfer of Equity
      Interests that results in any such preferred stock being held by a Person
      other than the Company or a Wholly Owned Restricted Subsidiary thereof or
      (b) any sale or other transfer of any such preferred stock to a Person
      that is not the Company or a Wholly Owned Restricted Subsidiary thereof,
      shall be deemed, in each case, to constitute an issuance of preferred
      stock by such Restricted Subsidiary that was not permitted by this Section
      4.09(b)(x); or

            (xi) the incurrence by the Company or any Restricted Subsidiary
      thereof of additional Indebtedness in an aggregate principal amount (or
      accreted value, as applicable) at any time outstanding, including all
      Permitted Refinancing Indebtedness incurred to refund, refinance or
      replace any Indebtedness incurred pursuant to this Section 4.09(b)(xi),
      not to exceed $50.0 million.

            For purposes of determining compliance with this Section 4.09, in
the event that any proposed Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in Sections 4.09(b)(i) through (xi)
above, or is entitled to be incurred pursuant to Section 4.09(a), the Company
shall be permitted to classify at the time of its incurrence such item of
Indebtedness in any manner that complies with this Section 4.09. In addition,
the Company may at any time change the classification of an item of
Indebtedness, or any portion thereof, to any other clause of Section 4.09(b) or
to Section 4.09(a); provided that the Company or its Restricted Subsidiary, as
the case may be, would be permitted to incur the item of Indebtedness, or
portion of the item of Indebtedness, under such new clause of Section 4.09(b) or
Section 4.09(a), as the case may be, at the time of such reclassification.

            Notwithstanding any other provision of this Section 4.09, the
maximum amount of Indebtedness that may be incurred pursuant to this Section
4.09 shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.

            The Company shall not incur any Indebtedness that is subordinate or
junior in right of payment to any other Indebtedness of the Company unless it is
subordinate in right of payment to the Notes to the same extent. The Company
shall not permit any Guarantor to incur any Indebtedness that is subordinate or
junior in right of payment to any other Indebtedness of such Guarantor unless it
is subordinate in right of payment to such Guarantor's Note Guarantee to the
same extent. For purposes of the foregoing, no Indebtedness shall be deemed to
be subordinated or junior in right of payment to any other Indebtedness of the
Company solely by

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<PAGE>

virtue of being unsecured or by virtue of the fact that the holders of any
secured Indebtedness have entered into intercreditor agreements giving one or
more of such holders priority over the other holders in the collateral held by
them.

Section 4.10. Asset Sales.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

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

            (ii) such fair market value is determined by the Company's Board of
      Directors and evidenced by a resolution of the Board of Directors set
      forth in an Officers' Certificate delivered to the Trustee; and

            (iii) at least 75% of the consideration therefor received by the
      Company or such Restricted Subsidiary is in the form of cash or
      Replacement Assets or a combination of both. For purposes of this Section
      4.10(a)(iii), each of the following shall be deemed to be cash:

                  (A) any liabilities (as shown on the Company's or such
            Restricted Subsidiary's most recent balance sheet) of the Company or
            any Restricted Subsidiary (other than contingent liabilities,
            Indebtedness that is pari passu with the Notes or any Note Guarantee
            (other than (x) Indebtedness under Credit Facilities and (y)
            Indebtedness secured by the assets subject to such Asset Sale),
            Indebtedness that is subordinated to the Notes or any Note Guarantee
            and liabilities to the extent owed to the Company or any Affiliate
            of the Company) that are assumed by the transferee of any such
            assets pursuant to a customary written novation agreement that
            releases the Company or such Restricted Subsidiary from further
            liability; and

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

            (b) Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option:

            (i) to repay (A) Indebtedness of the Company or any Restricted
      Subsidiary thereof under Credit Facilities, (B) Indebtedness of the
      Company or any Restricted Subsidiary thereof secured by such assets or (C)
      Indebtedness of any Restricted Subsidiary of the Company that is not a
      Guarantor, and, if the Indebtedness repaid is

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      revolving credit Indebtedness, to correspondingly reduce commitments with
      respect thereto; or

            (ii) to purchase Replacement Assets or make a capital expenditure in
      or that is used or useful in a Permitted Business (or enter into a binding
      agreement to purchase such assets or make such capital expenditure;
      provided that if such binding agreement ceases to be in full force and
      effect during such 360-day period, the Company may enter into another such
      binding agreement; provided further that if such binding agreement ceases
      to be in full force and effect after such 360-day period, any portion of
      the Net Proceeds of such Asset Sale not applied or invested pursuant to
      such binding agreement shall constitute Excess Proceeds).

            Pending the final application of any such Net Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

            (c) Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.10(b) above shall constitute "EXCESS
PROCEEDS." Within 10 days after the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall make an offer (an "ASSET SALE OFFER") to all
Holders of Notes and, at the Company's option, all holders of other Indebtedness
that is pari passu with the Notes or any Note Guarantee containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
with the proceeds of sales of assets, to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of the principal amount of the Notes and such other pari passu Indebtedness 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 may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such
other pari passu Indebtedness shall be purchased on a pro rata basis based on
the principal amount of Notes and such other pari passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

            (d) The Company 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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company 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
compliance.

Section 4.11. Transactions with Affiliates.

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<PAGE>

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

            (i) such Affiliate Transaction is on terms that are not materially
      less favorable to the Company or the relevant Restricted Subsidiary than
      those that would have been obtained in a comparable arm's-length
      transaction by the Company or such Restricted Subsidiary with a Person
      that is not an Affiliate of the Company; and

            (ii) 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 of the Board of Directors set
            forth in an Officers' Certificate certifying that such Affiliate
            Transaction or series of related Affiliate Transactions complies
            with this Section 4.11 and that such Affiliate Transaction or series
            of related Affiliate Transactions has been approved by a majority of
            the disinterested members of the Board of Directors; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $20.0 million, an opinion as to the fairness to the
            Company or such Restricted Subsidiary of such Affiliate Transaction
            or series of related Affiliate Transactions from a financial point
            of view issued by an independent accounting, appraisal or investment
            banking firm of national standing.

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

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

            (ii) payment (a) of reasonable and customary fees to, and reasonable
      and customary indemnification and similar payments on behalf of, directors
      of the Company, or (b) pursuant to any employment agreement or other
      employee compensation arrangements entered into by the Company or any of
      its Restricted Subsidiaries in the ordinary course of business;

            (iii) Permitted Investments and Restricted Payments that are
      permitted by the provisions of Section 4.07;

            (iv) any issuance or sale of Equity Interests (other than
      Disqualified Stock) of the Company;

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<PAGE>

            (v) transactions with a Person that is an Affiliate of the Company
      solely because the Company or any of its Restricted Subsidiaries owns
      Capital Stock in, or controls, such Person; and

            (vi) transactions entered into pursuant to any agreement existing on
      the date of this Indenture.

Section 4.12. Liens.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Section 4.13. Business Activities.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14. Offer to Repurchase upon a Change of Control.

            (a) If a Change of Control occurs, each Holder of Notes shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of that Holder's Notes pursuant to an offer by
the Company (a "CHANGE OF CONTROL OFFER") at an offer price (a "CHANGE OF
CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the date of purchase. Within ten days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on a date (the "CHANGE OF CONTROL PAYMENT DATE") specified
in such notice, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures described in
Section 3.08 (including the notice required thereby). The Company 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 of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
this Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Change of Control provisions of this Indenture by virtue of such compliance.

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<PAGE>

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

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

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

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

            (c) The Paying Agent shall promptly mail or wire transfer to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

            (d) The Company will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

            (e) Notwithstanding anything to the contrary in this Section 4.14,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.14 and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.15. [INTENTIONALLY LEFT BLANK].

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

            (a) The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary, provided that:

            (i) any Guarantee by the Company or any Restricted Subsidiary of any
      Indebtedness of the Subsidiary being so designated shall be deemed to be
      an incurrence of Indebtedness by the Company or such Restricted Subsidiary
      (or both, if applicable) at the time of such designation, and such
      incurrence of Indebtedness would be permitted under Section 4.09;

            (ii) the aggregate fair market value of all outstanding Investments
      owned by the Company and its Restricted Subsidiaries in the Subsidiary
      being so designated

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<PAGE>

      (including any Guarantee by the Company or any Restricted Subsidiary of
      any Indebtedness of such Subsidiary) shall be deemed to be a Restricted
      Investment made as of the time of such designation and such Investment
      would be permitted under Section 4.07;

            (iii) such Subsidiary does not own any Equity Interests of, or hold
      any Liens on any Property of, the Company or any Restricted Subsidiary;

            (iv) the Subsidiary being so designated:

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

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

                  (C) has not Guaranteed or otherwise directly or indirectly
            provided credit support for any Indebtedness of the Company or any
            of its Restricted Subsidiaries, except to the extent such Guarantee
            or credit support would be released upon such designation; and

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

                  (v) no Default or Event of Default would be in existence
            following such designation.

            (b) Any designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by this Indenture. If,
at any time, any Unrestricted Subsidiary would (x) fail to meet any of the
requirements described in subclauses (a), (b) and (c) of this Section
4.16(a)(iv), or (y) fails to meet the requirement described in subclause (d) of
this Section 4.16(a)(iv) and such failure continues for a period of 30 days, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness, Investments, or Liens on the property, of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness, Investments or Liens are not
permitted to be incurred as of such date under this Indenture, the Company shall
be in default under this Indenture.

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<PAGE>

            (c) The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that:

            (i) such designation shall be deemed to be an incurrence of
      Indebtedness by a Restricted Subsidiary of the Company of any outstanding
      Indebtedness of such Unrestricted Subsidiary and such designation shall
      only be permitted if such Indebtedness is permitted under Section 4.09
      calculated on a pro forma basis as if such designation had occurred at the
      beginning of the four-quarter reference period;

            (ii) all outstanding Investments owned by such Unrestricted
      Subsidiary shall be deemed to be made as of the time of such designation
      and such Investments shall only be permitted if such Investments would be
      permitted under Section 4.07;

            (iii) all Liens upon property or assets of such Unrestricted
      Subsidiary existing at the time of such designation would be permitted
      under Section 4.12; and

            (iv) no Default or Event of Default would be in existence following
      such designation.

Section 4.17. Payments for Consent.

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

Section 4.18. Guarantees.

            (a) The Company shall cause the subsidiaries that are borrowers,
guarantors or special purpose entities in connection with the Nashville Hotel
Loan to execute a supplemental indenture providing for the Guarantee of the
payment of the Notes within 30 days after repayment of the Nashville Hotel Loan.
The Company shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company or any Guarantor unless such Restricted Subsidiary
is a Guarantor or simultaneously executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary, which Guarantee shall be senior to or pari passu with such
Subsidiary's Guarantee of such other Indebtedness. The form of the Note
Guarantee is attached as Exhibit E hereto and the form of the Supplemental
Indenture is attached as Exhibit F hereto.

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<PAGE>

            (b) Notwithstanding Section 4.18(a), any Note Guarantee may provide
by its terms that it will be automatically and unconditionally released and
discharged under the circumstances described under Section 10.05 hereof.

Section 4.19. Sale and Leaseback Transactions.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any sale and leaseback transaction,
provided that the Company or any Restricted Subsidiary may enter into a sale and
leaseback transaction if:

            (i) the Company or that Restricted Subsidiary, as applicable, could
      have incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such sale and leaseback transaction under the Fixed Charge
      Coverage Ratio test in Section 4.09(a);

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

            (iii) the transfer of assets in that sale and leaseback transaction
      is permitted by, and the Company applies the proceeds of such transaction
      in compliance with, Section 4.10.

Section 4.20. [INTENTIONALLY LEFT BLANK].

Section 4.21. Suspension of Certain Covenants and Agreements.

            (a) During any period of time that the Notes are rated Investment
Grade by both Rating Agencies and no Default or Event of Default shall have
occurred and then be continuing (the foregoing conditions being referred to
collectively as the "SUSPENSION CONDITION"), the Company and its Restricted
Subsidiaries will not be subject to Sections 4.07, 4.09, 4.10, 4.11, clauses (i)
and (iii) of Section 4.19(a) and clause (iii) of Section 5.01(a) (collectively,
the "SUSPENDED COVENANTS").

            (b) If the Company and its Restricted Subsidiaries are not subject
to the Suspended Covenants with respect to the Notes for any period of time as a
result of Section 4.21(a) and, subsequently, one or both Rating Agencies
withdraw their Investment Grade rating or downgrade the Investment Grade rating
assigned to the Notes such that the Notes are no longer rated Investment Grade
by both Rating Agencies, then the Company and each of its Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants.
Compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such

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<PAGE>

withdrawal or downgrade will be calculated in accordance with the terms of
Section 4.07 as if such section had been in effect during the entire period of
time from the date of this Indenture.

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

            (a) The Company shall not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person or Persons, unless:

            (i) either: (a) the Company is the surviving corporation; or (b) the
      Person formed by or surviving any such consolidation or merger (if other
      than the Company) or to which such sale, assignment, transfer, conveyance
      or other disposition shall have been made (i) is a corporation organized
      or existing under the laws of the United States, any state thereof or the
      District of Columbia and (ii) assumes all the obligations of the Company
      under the Notes, this Indenture and the Registration Rights Agreement
      pursuant to agreements reasonably satisfactory to the Trustee;

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

            (iii) immediately after giving effect to such transaction on a pro
      forma basis, the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition shall have
      been made will, on the date of such transaction after giving pro forma
      effect thereto and any related financing transactions as if the same had
      occurred at the beginning of the applicable four-quarter period, either
      (a) be 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) or (b) have a Fixed Charge Coverage Ratio that exceeds the
      Company's Fixed Charge Coverage Ratio (determined without giving effect to
      such transaction) for such applicable four-quarter period; and

            (iv) each Guarantor, unless such Guarantor is the Person with which
      the Company has entered into a transaction under this Section 5.01, shall
      have by amendment to its Note Guarantee confirmed that its Note Guarantee
      shall apply to the obligations of the Company or the surviving Person in
      accordance with the Notes and this Indenture.

            (b) In addition, the Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, lease 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 other Person. Section
5.01(a)(iii) shall not apply to any merger, consolidation or sale,

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<PAGE>

assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, 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, 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 and Liquidated Damages, if any, on the Notes except in
the case of a sale, assignment, transfer, conveyance or other disposition of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

                                  ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

            (a) Each of the following is an "EVENT OF DEFAULT":

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

            (ii) default in payment when due (whether at maturity, upon
      acceleration, redemption or otherwise) of the principal of, or premium, if
      any, on the Notes;

            (iii) failure by the Company or any of its Restricted Subsidiaries
      to comply with Sections 4.14 or 5.01;

            (iv) failure by the Company or any of its Restricted Subsidiaries
      for 30 days after written notice by the Trustee or Holders representing
      25% or more of the aggregate principal amount of Notes outstanding to
      comply with any of the other agreements in this Indenture;

            (v) default 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

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      Indebtedness or Guarantee now exists, or is created after the date of this
      Indenture, if that default:

                  (A) is caused by a failure to make any payment when due at the
            final maturity of such Indebtedness (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 $20.0 million or more;

            (vi) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments aggregating in excess of $20.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days;

            (vii) except as permitted by this Indenture, any Note Guarantee
      shall be held in any judicial proceeding to be unenforceable or invalid or
      shall cease for any reason to be in full force and effect or any
      Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
      disaffirm its obligations under its Note Guarantee;

            (viii) the Company, any Guarantor or any Significant Subsidiary of
      the Company (or any Restricted Subsidiaries that together would constitute
      a Significant Subsidiary) 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) makes a general assignment for the benefit of its
            creditors, or

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

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

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

                  (B) appoints a custodian of the Company, any Guarantor or any
            of its Restricted Subsidiaries that is a Significant Subsidiary (or
            Restricted Subsidiaries that together would constitute a Significant
            Subsidiary) or for all or substantially all of the property of the
            Company, any Guarantor or any of its Restricted

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            Subsidiaries that is a Significant Subsidiary (or Restricted
            Subsidiaries that together would constitute a Significant
            Subsidiary), or

                  (C) orders the liquidation of the Company, any Guarantor or
            any of its Restricted Subsidiaries that is a Significant Subsidiary
            (or Restricted Subsidiaries that together would constitute a
            Significant Subsidiary);

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

Section 6.02. Acceleration.

            (a) In the case of an Event of Default specified in clause (viii) or
(ix) of Section 6.01 hereof, with respect to the Company, any Guarantor or any
Significant Subsidiary of the Company (or any Restricted Subsidiaries that
together would constitute a Significant Subsidiary), 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 by notice in writing to the Company
specifying the Event of Default.

            (b) In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon the acceleration of the
Notes. If an Event of Default occurs during any time that the Notes are
outstanding, by reason of any willful action (or inaction) taken (or not taken)
by or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes, then the premium specified in Section 3.07(b) shall
also become immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

Section 6.03. Other Remedies.

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

            (b) 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.

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Section 6.04. Waiver of Past Defaults.

            Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee, may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the Notes; provided,
however, that the Holders of a majority in principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration.

            The Company shall deliver to the Trustee an Officers' Certificate
stating that the requisite percentage of Holders have consented to such waiver
and attaching copies of such consents. In case of any such waiver, the Company,
the Trustee and the Holders shall be restored to their former positions and
rights hereunder and under the Notes, respectively. This Section 6.04 shall be
in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA. 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.

            The Holders of a majority in principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that may involve the Trustee in personal liability, or that
the Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction and may take any
other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.

Section 6.06. Limitation on Suits.

            (a) A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

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

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            (iii) such Holder or Holders offer the Trustee indemnity
      satisfactory to the Trustee against any costs, liability or expense;

            (iv) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (v) during such 60-day period, the Holders of a majority in
      aggregate principal amount of the outstanding Notes do not give the
      Trustee a direction that is inconsistent with the request.

            (b) 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 the principal of, premium or
Liquidated Damages, if any, or interest on, such Note or to bring suit for the
enforcement of any such payment, on or after the due date expressed in the
Notes, which right shall not be impaired or affected without the consent of the
Holder.

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

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

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<PAGE>

Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

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

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

            (b) 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 does not apply to a suit

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<PAGE>

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 ten percent in principal amount of the then
outstanding Notes.

                                 ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee.

            Except to the extent, if any, provided otherwise in the Trust
Indenture Act of 1939 (as from time to time in effect):

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

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

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

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

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

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

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

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

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

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<PAGE>

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

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

Section 7.02. Certain 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 shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

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

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

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

            (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of such event is sent to the Trustee
in accordance with Section 12.02 hereof, and such notice references the Notes.
The Trustee shall have no duty to inquire as to the performance of the Company
with respect to the covenants contained in Articles 4 and 5 of this Indenture.

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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 become a creditor of, or otherwise deal with,
the Company or any of its Affiliates with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the Trust Indenture Act of 1939 (as in
effect at such time), it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal, premium, interest
or Liquidated Damages 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 hereof, and for so long as Notes remain outstanding, the
Trustee shall 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 shall comply
with TIA Section 313(b)(2). The Trustee shall 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 shall be mailed to the Company and filed with the SEC and each stock
exchange on which the

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Notes are listed in accordance with TIA Section 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange or
any delisting thereof.

Section 7.07. Compensation and Indemnity.

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

            (b) The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by either of the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its negligence, bad faith or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder unless the failure to notify the Company impairs the
Company's ability to defend such claim. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Company need not pay for any
settlement made without its consent.

            (c) The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and resignation of
removal of the Trustee.

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

            (e) When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(a)(viii) 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 shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

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Section 7.08. Replacement of Trustee.

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

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

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

            (ii) 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;

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

            (iv) the Trustee becomes incapable of acting.

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

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

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

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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 Person, the
successor Person without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

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

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

Section 7.11. Preferential Collection of Claims Against Company.

            The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The Trustee hereby waives any right to set-off any claim that it may have
against the Company in any capacity (other than as Trustee and Paying Agent)
against any of the assets of the Company held by the Trustee; provided, however,
that if the Trustee is or becomes a lender of any other Indebtedness permitted
hereunder to be pari passu with the Notes, then such waiver shall not apply to
the extent of such Indebtedness.

                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

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

            (a) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 8.04 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
interest and Liquidated Damages, if any, on such Notes when such payments are
due;

            (b) the Company's obligations with respect to such Notes under
Article 2 concerning issuing temporary Notes, registration of Notes and
mutilated, destroyed, lost or stolen Notes and the Company's obligations under
Section 4.02 hereof;

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

            (d) this Article 8.

            Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18 and 4.19 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company and the Guarantors

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<PAGE>

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

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

            (i) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders of the Notes, cash in U.S. 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, or
      interest and premium and Liquidated Damages, if any, on the outstanding
      Notes on the stated maturity or on the applicable redemption date, as the
      case may be, and the Company must specify whether the Notes are being
      defeased to maturity or to a particular redemption date;

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

            (iii) in the case of Covenant Defeasance, the Company shall have
      delivered to the Trustee an Opinion of Counsel 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;

            (iv) no Default or Event of Default shall have occurred and be
      continuing either: (a) on the date of such deposit; or (b) or insofar as
      Events of Default from\

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      bankruptcy or insolvency events are concerned, at any time in the period
      ending on the 123rd day after the date of deposit;

            (v) 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 to which the Company or any of its Subsidiaries is
      a party or by which the Company or any of its Subsidiaries is bound;

            (vi) the Company must have delivered to the Trustee an Opinion of
      Counsel to the effect that, (1) assuming no intervening bankruptcy of the
      Company or any Guarantor between the date of deposit and the 123rd day
      following the deposit and assuming that no Holder is an "insider" of the
      Company under applicable bankruptcy law, after the 123rd day following the
      deposit, the trust funds will not be subject to the effect of any
      applicable bankruptcy, insolvency, reorganization or similar laws
      affecting creditors' rights generally, including Section 547 of the United
      States Bankruptcy Code, and (2) the creation of the defeasance trust does
      not violate the Investment Company Act of 1940;

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

            (viii) if the Notes are to be redeemed prior to their stated
      maturity, the Company must deliver to the Trustee irrevocable instructions
      to redeem all of the Notes on the specified redemption date; and

            (ix) the Company must deliver to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent 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.

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

            (b) The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof

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<PAGE>

other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

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

Section 8.06. Repayment to the Company.

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

Section 8.07. Reinstatement.

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

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<PAGE>

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

            (iii) to provide for the assumption of the Company's or any
      Guarantor's obligations to Holders of Notes in the case of a merger or
      consolidation or sale of all or substantially all of the Company's or such
      Guarantor's assets;

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

            (v) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the Trust Indenture
      Act;

            (vi) to allow any Guarantor to execute a supplemental Indenture and
      a Note Guarantee with respect to the Notes;

            (vii) to evidence and provide for the acceptance of appointment of a
      successor Trustee; or

            (viii) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of its date.

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

Section 9.02. With Consent of Holders of Notes.

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<PAGE>

            (a) Except as otherwise provided in this Section 9.02, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture or the
Notes with the consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes),
and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default or compliance with any provision of this Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including Additional Notes, if any) (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

            (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or its duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

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

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

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

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<PAGE>

            (ii) reduce the principal of or change the fixed maturity of any
      Note or alter the provisions, or waive any payment, with respect to the
      redemption of the Notes;

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

            (iv) waive a Default or Event of Default in the payment of principal
      of, or interest or premium, or Liquidated Damages, if any, 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 Notes and a waiver
      of the payment default that resulted from such acceleration);

            (v) make any Note payable in money other than U.S. dollars;

            (vi) 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;

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

            (viii) impair the right to institute suit for the enforcement of any
      payment on or with respect to the Notes or the Note Guarantees;

            (ix) amend, change or modify the obligation of the Company to make
      and consummate an Asset Sale Offer with respect to any Asset Sale in
      accordance with Section 4.10 after the obligation to make such Asset Sale
      Offer has arisen or the obligation of the Company to make and consummate a
      Change of Control Offer in the event of a Change of Control in accordance
      with Section 4.14 after such Change of Control has occurred, including, in
      each case, amending, changing or modifying any definition relating
      thereto;

            (x) except as otherwise permitted under Section 4.18 and Section
      5.01, consent to the assignment or transfer by the Company or any
      Guarantor of any of their rights or obligations under this Indenture; and

            (xi) make any change in the preceding amendment and waiver
      provisions.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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<PAGE>

            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.

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

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

Section 9.06. Trustee to Sign Amendments, Etc.

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

                                  ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

            (a) Subject to this Article Ten, each of the Guarantors hereby,
jointly and severally, and fully and unconditionally, guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of, this
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that: (a) the principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium, if any,

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<PAGE>

and interest and Liquidated Damages, if any, on the Notes, if lawful (subject in
all cases to any applicable grace period provided herein), and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

            (b) The Guarantors hereby agree that, to the maximum extent
permitted under applicable law, their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06
hereof, each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Note Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.

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

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

Section 10.02. Limitation on Guarantor Liability.

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<PAGE>

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute (i) 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 its Note Guarantee or (ii) an unlawful distribution under any
applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article Ten, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance or such an unlawful shareholder distribution.

Section 10.03. Execution and Delivery of Note Guarantee.

            (a) To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
by manual or facsimile signature on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
its President or one of its Vice Presidents.

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

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

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

            (e) If required by Section 4.18 hereof, the Company shall cause such
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.18 hereof and this Article Ten, to the
extent applicable.

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

            (a) A Guarantor may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless:

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<PAGE>

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

            (ii) either:

                  (A) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger (if other than the Guarantor) is a
            corporation or limited liability company organized or existing under
            the laws of the United States, any state thereof or the District of
            Columbia and assumes all the obligations of that Guarantor under
            this Indenture, its Note Guarantee and the Registration Rights
            Agreement pursuant to a supplemental indenture reasonably
            satisfactory to the Trustee; or

                  (B) such sale or other disposition or consolidation or merger
            complies with Section 4.10 hereof.

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

            (c) Except as set forth in Articles 4 and 5 of this Indenture, and
notwithstanding clauses (i) and (ii) of Section 10.04(a) above, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

Section 10.05. Release of Guarantor.

            (a) Any Guarantor will be released and relieved of any obligations
under its Note Guarantee, (i) in connection with any sale or other disposition
of all of the Capital Stock of that Guarantor to a Person that is not (either
before or after giving effect to such transaction) an Affiliate of the Company,
if the sale of all such Capital Stock of that Guarantor complies with Section
4.10 hereof; (ii) if the Company properly designates that Guarantor as an
Unrestricted Subsidiary under this Indenture or (iii) solely in the case of a
Note Guarantee created pursuant to the second sentence of Section 4.18(a), upon
the release or discharge of the Guarantee which resulted in the creation of such
Note Guarantee pursuant to Section 4.18(b), except a discharge or release by or
as a result of payment under such Guarantee. Upon delivery by the Company to the

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<PAGE>

Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
one of the foregoing requirements has been satisfied and the conditions to the
release of a Guarantor under this Section 10.05 have been met, the Trustee shall
execute any documents reasonably required in order to evidence the release of
such Guarantor from its obligations under its Note Guarantee.

            (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
and Liquidated Damages, if any, on the Notes and for the other obligations of
any Guarantor under this Indenture as provided in this Article Ten.

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

            (a) This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued thereunder, when:

            (i) either:

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

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

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

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

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<PAGE>

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

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

            (c) Notwithstanding the above, the Trustee shall pay to the Company
from time to time upon its request any cash or Government Securities held by it
as provided in this section which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
delivered to the Trustee, are in excess of the amount thereof that would then be
required to be deposited to effect a satisfaction and discharge under this
Article Eleven.

Section 11.02. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

            Subject to Section 11.03 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

Section 11.03. Repayment to the Company.

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

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<PAGE>

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. 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 shall control.

Section 12.02. Notices.

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

            If to the Company and/or any Guarantor:

            Gaylord Entertainment Company
            One Gaylord Drive
            Nashville, Tennessee 37214
            Facsimile:  615-316-6544
            Attention:  Carter R. Todd, Esq.

            With a copy to:

            Bass, Berry & Sims PLC
            315 Deaderick Street, Suite 2700
            Nashville, Tennessee 37238
            Facsimile:  615-742-2775
            Attention:  F. Mitchell Walker, Jr., Esq.

            If to the Trustee:

            U.S. Bank National Association
            60 Livingston Avenue
            St. Paul, MN 55107-2292
            Facsimile: 651-495-8097
            Attention: "Corporate Trust Department"

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<PAGE>

            (b) The Company, the Guarantors or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

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

            (d) Any notice or communication to a Holder shall 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 shall 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 shall
not affect its sufficiency with respect to other Holders.

            (e) 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.

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

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

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

Section 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

            (ii) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of such counsel (who
      may rely upon and Officers' Certificate as to matters of fact), all such
      conditions precedent and covenants have been satisfied.

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                                       98
<PAGE>

Section 12.05. Statements Required in Certificate or Opinion.

            (a) 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)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

            (ii) 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;

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

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

Section 12.06. Rules by Trustee and Agents.

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

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

            No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or the Guarantors under the Notes, this Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 12.08. Governing Law.

            THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

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                                       99
<PAGE>

Section 12.09. Consent to Jurisdiction.

            Any legal suit, action or proceeding arising out of or based upon
this Indenture or the transactions contemplated hereby ("RELATED PROCEEDINGS")
may be instituted in the federal courts of the United States of America located
in the City of New York or the courts of the State of New York in each case
located in the City of New York (collectively, the "SPECIFIED COURTS"), and each
party irrevocably submits to the non-exclusive jurisdiction of such courts in
any such suit, action or proceeding. Service of any process, summons, notice or
document by mail (to the extent allowed under any applicable statute or rule of
court) to such party's address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and
irrevocably and unconditionally waive and agree not to plead or claim in any
such court has been brought in an inconvenient forum.

Section 12.10. No Adverse Interpretation of Other Agreements.

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

Section 12.11. Successors.

            All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 10.04.

Section 12.12. Severability.

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

Section 12.13. Counterpart Originals.

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

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                                      100
<PAGE>

Section 12.14. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section 12.14.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            (c) Notwithstanding anything to the contrary contained in this
Section 12.14, the principal amount and serial numbers of Notes held by any
Holder, and the date of holding the same, shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04 hereof.

            (d) If the Company shall solicit from the Holders of the Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a resolution of its Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of Holders forwarded to
the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not
later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the then outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes shall be computed as
of such record date; provided that no such

GAYLORD - INDENTURE

                                      101
<PAGE>

authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than eleven months after the record date.

            (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration or
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

            (f) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 12.15. Benefit of Indenture.

            Nothing, in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Registrar and its successors hereunder, and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 12.16. Table of Contents, Headings, Etc.

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

                            [SIGNATURE PAGES FOLLOW]

GAYLORD - INDENTURE

                                      102
<PAGE>

Very truly yours,

GAYLORD ENTERTAINMENT COMPANY

By: /s/ David C. Kloeppel
    ----------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President and Chief Financial Officer

CCK HOLDINGS, LLC
CORPORATE MAGIC, INC.
GAYLORD CREATIVE GROUP, INC.
GAYLORD HOTELS, LLC
GAYLORD INVESTMENTS, INC.
GAYLORD NATIONAL, LLC
GAYLORD PROGRAM SERVICES, INC.
GRAND OLE OPRY TOURS, INC.
OLH HOLDINGS, LLC
OPRYLAND ATTRACTIONS, INC.
OPRYLAND HOSPITALITY, LLC
OPRYLAND PRODUCTIONS INC.
OPRYLAND THEATRICALS INC.
WILDHORSE SALOON ENTERTAINMENT VENTURES,
 INC.

By: /s/ David C. Kloeppel
    ----------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President

OLH, G.P.

By: Gaylord Entertainment Company, a general
    partner

By: /s/ David C. Kloeppel
    ---------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President and Chief Financial Officer

GAYLORD - INDENTURE

                                      S-1
<PAGE>

OPRYLAND HOTEL-FLORIDA LIMITED PARTNERSHIP

By: Opryland Hospitality, LLC, its general partner

By: /s/ David C. Kloeppel
    --------------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President

OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP

By: Opryland Hospitality, LLC, its general partner

By: /s/ David C. Kloeppel
    --------------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President

OPRYLAND HOTEL-TEXAS, LLC

By: Gaylord Hotels, LLC, its Sole Member

By: /s/ David C. Kloeppel
    --------------------------------
    Name: David C. Kloeppel
    Title: Executive Vice President

RESORTQUEST INTERNATIONAL, INC.
ABBOTT & ANDREWS REALTY, LLC
ABBOTT REALTY SERVICES, INC.
ABBOTT RESORTS, LLC
ACCOMMODATIONS CENTER, INC.
ADVANTAGE VACATION HOMES BY STYLES, LLC
B&B ON THE BEACH, INC.
BASE MOUNTAIN PROPERTIES, INC.
BLUEBILL PROPERTIES, LLC
BRINDLEY & BRINDLEY REALTY & DEVELOPMENT,
   INC.
COASTAL REAL ESTATE SALES, LLC
COASTAL RESORTS MANAGEMENT, INC.
COASTAL RESORTS REALTY, LLC
COATES, REID & WALDRON, INC.
COLLECTION OF FINE PROPERTIES, INC.

GAYLORD - INDENTURE

                                      S-2
<PAGE>

COLUMBINE MANAGEMENT COMPANY
COVE MANAGEMENT SERVICES, INC.
CRW PROPERTY MANAGEMENT, INC.
EXCLUSIVE VACATION PROPERTIES, INC.
FIRST RESORT SOFTWARE, INC.
HIGH COUNTRY RESORTS, INC.
HOUSTON AND O'LEARY COMPANY
K-T-F ACQUISITION CO.
MAUI CONDOMINIUM AND HOME REALTY, INC.
MOUNTAIN VALLEY PROPERTIES, INC.
PEAK SKI RENTALS, LLC
PLANTATION RESORT MANAGEMENT, INC.
PRISCILLA MURPHY REALTY, LLC
R&R RESORT RENTAL PROPERTIES, INC.
REALTY REFERRAL CONSULTANTS, LLC
REP HOLDINGS, LTD.
RESORT PROPERTY MANAGEMENT, INC.
RESORTQUEST HAWAII, LLC
RESORTQUEST HILTON HEAD, INC.,
RESORTQUEST SOUTHWEST FLORIDA, LLC
RESORT RENTAL VACATIONS, LLC
RIDGEPINE, INC.
RYAN'S GOLDEN EAGLE MANAGEMENT, INC.
SCOTTSDALE RESORT ACCOMMODATIONS, INC.
STEAMBOAT PREMIER PROPERTIES, INC.
STYLES ESTATES, LLC
TELLURIDE RESORT ACCOMMODATIONS, INC.
TEN MILE HOLDINGS, LTD.
THE MANAGEMENT COMPANY
THE MAURY PEOPLE, INC.
THE TOPS'L GROUP, INC.
TOPS'L CLUB OF NW FLORIDA, LLC
TRUPP-HODNETT ENTERPRISES, INC.

By: /s/ David C. Kloeppel
    --------------------------------
    Name: David C. Kloeppel
    Title:    Executive Vice President

OFFICE AND STORAGE LLC

By: /s/ David C. Kloeppel
    --------------------------------
    Name: David C. Kloeppel
    Title:    Manager

GAYLORD - INDENTURE

                                      S-3
<PAGE>

RQI HOLDINGS, LTD.

By: /s/ Mark Fioravanti
    --------------------------------
    Name:  Mark Fioravanti
    Title: Executive Vice President

GAYLORD - INDENTURE

                                      S-4
<PAGE>

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ Lori-Anne Rosenberg
    --------------------------------
    Name: Lori-Anne Rosenberg
    Title: Assistant Vice President

                                      S-5

GAYLORD - INDENTURE
<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE
"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A 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

GAYLORD - INDENTURE

                                      A-1
<PAGE>

UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

  [ADDITIONAL LANGUAGE FOR REGULATION S NOTE TO BE INSERTED AFTER PARAGRAPH 1]

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).

GAYLORD - INDENTURE

                                      A-2
<PAGE>

                                                                  CUSIP  [     ]

No.                                                        **$________________**

                          GAYLORD ENTERTAINMENT COMPANY

                           6.75% SENIOR NOTES DUE 2014

Issue Date:

            Gaylord Entertainment Company, a Delaware corporation (the
"COMPANY", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to CEDE & CO., or its
registered assigns, the principal sum of [Amount of Note] ($ ) on November 15,
2014.

Interest Payment Dates:  May 15 and November 15, commencing May 15, 2005.

Record Dates:  May 1 and November 1.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                            [SIGNATURE PAGE FOLLOWS]

                [ATTACH NOTATION OF GUARANTEE FOR EACH GUARANTOR]

GAYLORD - INDENTURE

                                      A-3
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                                   GAYLORD ENTERTAINMENT COMPANY

                                                   By: _________________________
                                                   Name:
                                                   Title:

                                                   By: _________________________
                                                   Name:
                                                   Title:

GAYLORD - INDENTURE

                                      A-4
<PAGE>

                    (Trustee's Certificate of Authentication)

This is one of the 6.75% Senior Notes due 2014 described in the within-mentioned
Indenture.

Dated:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: __________________________________
    Authorized Signatory

GAYLORD - INDENTURE

                                      A-5
<PAGE>

                             [Reverse Side of Note]

                          GAYLORD ENTERTAINMENT COMPANY

                           6.75% Senior Notes due 2014

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

            1. Interest. The Company promises to pay interest on the principal
amount of this Note at 6.75% per annum from the date hereof until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on May 15 and November
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "INTEREST PAYMENT DATE"). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be May 15, 2005. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

            2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the record date
immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest.
The Notes shall be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose in The City of New York maintained for such purposes, or, at the option
of the Company, payment of interest and Liquidated Damages, if any, may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

            3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Company may change any
Paying Agent or

GAYLORD - INDENTURE

                                      A-6
<PAGE>

Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

            4. Indenture. The Company issued the Notes under an Indenture dated
as of November 30, 2004 ("INDENTURE") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Indenture
pursuant to which this Note is issued provides that an unlimited aggregate
principal amount of Additional Notes may be issued thereunder.

            5. Optional Redemption. (a) Except as set forth in paragraph 5(b)
below, the Company shall not have the option to redeem any Notes prior to
November 15, 2009. On November 15, 2009 and thereafter, the Company shall have
the option to redeem the Notes, in whole or in part, upon not less than 30 nor
more than 60 days' prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 15, of
the years indicated below:

<TABLE>
<CAPTION>
Year                                                               Percentage
<S>                                                                <C>
2009...............................................                 103.375%
2010...............................................                 102.250%
2011...............................................                 101.125%
2012 and thereafter................................                 100.000%
</TABLE>

            (b) Notwithstanding the foregoing, at any time prior to November 15,
2007, the Company may redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 106.750% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the
net cash proceeds of one or more Equity Offerings; provided that (A) at least
65% of the aggregate principal amount of the Notes issued under the Indenture
(including any Additional Notes) remains outstanding immediately after the
occurrence of such redemption, excluding Notes held by the Company and its
Subsidiaries; and (B) the redemption must occur within 45 days of the date of
the closing of such Equity Offering.

            6. Repurchase at Option of Holder. (a) If a Change of Control
occurs, each Holder of Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
that Holder's Notes pursuant to an offer by the Company (a "CHANGE OF CONTROL
OFFER") at an offer price (a "CHANGE OF CONTROL PAYMENT") in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the date of purchase. Within ten days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on a date (the "CHANGE OF CONTROL PAYMENT
Date") specified in such notice, which shall be no earlier than 30

GAYLORD - INDENTURE

                                      A-7
<PAGE>

days and no later than 60 days from the date such notice is mailed, pursuant to
the procedures required by the Indenture and described in such notice.

            (b) Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option: to repay (A)
Indebtedness of the Company or any Restricted Subsidiary thereof under Credit
Facilities, (B) Indebtedness of the Company or any Restricted Subsidiary thereof
secured by such assets or (C) Indebtedness of any Restricted Subsidiary of the
Company that is not a Guarantor, and, if the Indebtedness repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto;
or to purchase Replacement Assets or make a capital expenditure in or that is
used or useful in a Permitted Business (or enter into a binding agreement to
purchase such assets or make such capital expenditure; provided that if such
binding agreement ceases to be in full force and effect during such 360-day
period, the Company may enter into another such binding agreement; provided
further that if such binding agreement ceases to be in full force and effect
after such 360-day period, any portion of the Net Proceeds of such Asset Sale
not applied or invested pursuant to such binding agreement shall constitute
Excess Proceeds). Pending the final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by the Indenture.

            Any Net Proceeds from Asset Sales that are not applied or invested
as provided in the preceding paragraph shall constitute "EXCESS PROCEEDS."
Within 10 days after the aggregate amount of Excess Proceeds exceeds $15.0
million, the Company shall make an offer (an "ASSET SALE OFFER") to all Holders
of Notes and, at the Company's option, all holders of other Indebtedness that is
pari passu with the Notes or any Note Guarantee containing provisions similar to
those set forth in the Indenture with respect to offers to purchase with the
proceeds of sales of assets, to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the
principal amount of the Notes and such other pari passu Indebtedness 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 may use such Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such
other pari passu Indebtedness shall be purchased on a pro rata basis based on
the principal amount of Notes and such other pari passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

            7. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company is not required to transfer or
exchange any Note selected for redemption. Also, the Company is not required to
transfer or exchange any Note for a period of 15 days before a selection of
Notes to be redeemed. Transfer may be restricted as provided in the Indenture.

GAYLORD - INDENTURE

                                      A-8
<PAGE>

            8. Persons Deemed Owners. The registered Holder of a Note will be
treated as its owner for all purposes.

            9. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes), and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes). Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to, among other things, cure any ambiguity,
defect or inconsistency, or to make any change that does not adversely affect
the legal rights under the Indenture of any such Holder.

            10. Defaults and Remedies. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, any Guarantor or any Significant Subsidiary of the Company (or any
Restricted Subsidiaries that together would constitute a Significant
Subsidiary), 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 by notice in writing to the Company specifying the Event of Default.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, interest or Liquidated
Damages) if it determines that withholding notice is in their interest. Holders
of a majority in principal amount of the then outstanding Notes by notice to the
Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a
declaration of acceleration pursuant to Section 6.02 of the Indenture, and its
consequences, and waive any related existing Default or Event of Default if
certain conditions are satisfied.

            In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 of the Indenture, an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. If an Event of Default occurs during any time that the Notes are
outstanding, by reason of any willful action (or inaction) taken (or not taken)
by or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes, then the premium specified in Section 3.07(b) of the
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

            11. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company

GAYLORD - INDENTURE

                                      A-9
<PAGE>

or its Affiliates, and may otherwise deal with the Company or its Affiliates, as
if it were not the Trustee.

            12. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or the Guarantors under the
Notes, the Indenture, the Note Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

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

            14. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of November 30, 2004, between the Company, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of Additional
Notes (the "REGISTRATION RIGHTS AGREEMENT").

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

            16. Guarantee. The Company's obligations under the Notes are fully
and unconditionally guaranteed, jointly and severally, by the Guarantors.

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

            If to the Company and/or any Guarantor:

            Gaylord Entertainment Company
            One Gaylord Drive
            Nashville, Tennessee 37214
            Facsimile: 615-316-6544
            Attention: Carter R. Todd, Esq.

            With a copy to:

GAYLORD - INDENTURE

                                      A-10
<PAGE>

            Bass, Berry & Sims PLC
            315 Deaderick Street, Suite 2700
            Nashville, Tennessee 37238
            Facsimile: 615-742-2775
            Attention: F. Mitchell Walker, Jr., Esq.

GAYLORD - INDENTURE

                                      A-11
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (INSERT ASSIGNEE'S LEGAL NAME)

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ________________________________________________________

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

Date: ___________________

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

Signature Guarantee*: ______________________

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

GAYLORD - INDENTURE

                                      A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

              [ ] Section 4.10           [ ] Section 4.14

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

                                 $______________

Date: _____________________

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

                             Tax Identification No.: ___________________________

Signature Guarantee*: _______________________

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

GAYLORD - INDENTURE

                                      A-13
<PAGE>

                   [TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                                             Principal Amount at
                      Amount of Decrease in      Amount of Increase in             Maturity                 Signature of
                       Principal Amount at        Principal Amount at         of this Global Note        Authorized Officer
                            Maturity                    Maturity                Following such              of Trustee or
Date of Exchange       of this Global Note        of this Global Note       decrease (or increase)         Note Custodian
----------------      ---------------------      ---------------------      ----------------------       ------------------
<S>                   <C>                        <C>                         <C>                         <C>
</TABLE>

                  [TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

            The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in this Regulation S Temporary Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                             Principal Amount at
                      Amount of Decrease in      Amount of Increase in             Maturity                 Signature of
                       Principal Amount at        Principal Amount at         of this Global Note        Authorized Officer
                            Maturity                    Maturity                Following such              of Trustee or
Date of Exchange       of this Global Note        of this Global Note       decrease (or increase)         Note Custodian
----------------      ---------------------      ---------------------      ----------------------       ------------------
<S>                   <C>                        <C>                         <C>                         <C>
</TABLE>

GAYLORD - INDENTURE

                                      A-14
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Corporate Trust Administration

            Re: 6.75% Senior Notes due 2014

            Reference is hereby made to the Indenture, dated as of November 30,
2004 (the "INDENTURE"), among Gaylord Entertainment Company, a Delaware
corporation (the "Company"), the Guarantors, and U.S. Bank National Association,
a national banking corporation, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

      [ ] 1. Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

      [ ] 2. Check if Transferee will take delivery of a beneficial interest in
a Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the

GAYLORD - INDENTURE

                                      B-1
<PAGE>

Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Legended Regulation S Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.

      [ ] 3. Check and complete if Transferee will take delivery of a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

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

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

          4. Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

      [ ] (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the

GAYLORD - INDENTURE

                                      B-2
<PAGE>

Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

      [ ] (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and, in the case of a transfer from a Restricted Global Note or a
Restricted Definitive Note, the Transferor hereby further certifies that (a) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (c) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (d) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

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

GAYLORD - INDENTURE

                                      B-3
<PAGE>

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

                                              Dated: ___________________________

                                              __________________________________
                                                 [Insert Name of Transferor]

                                              By: ______________________________
                                                  Name:
                                                  Title:

GAYLORD - INDENTURE

                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  [ ]   (A) a beneficial interest in the:

                  [ ]   (i) 144A Global Note (CUSIP __________); or

                  [ ]   (ii) Regulation S Global Note (CUSIP __________); or

                  [ ]   (B) a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  [ ]   (A) a beneficial interest in the:

                  [ ]   (i) 144A Global Note (CUSIP __________); or

                  [ ]   (ii) Regulation S Global Note (CUSIP __________); or

                  [ ]   (iii) Unrestricted Global Note (CUSIP __________); or

                  [ ]   (B) a Restricted Definitive Note; or

                  [ ]   (C) an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

GAYLORD - INDENTURE

                                      B-5
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Corporate Trust Administration

                     Re:  6.75% Senior Notes due 2014

            Reference is hereby made to the Indenture, dated as of November 30,
2004 (the "INDENTURE"), among Gaylord Entertainment Company, a Delaware
corporation (the "COMPANY"), the Guarantors and U.S. Bank National Association,
a national banking corporation, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

            1. Exchange of Restricted Definitive Notes or Beneficial Interests
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the

GAYLORD - INDENTURE

                                      C-1
<PAGE>

Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

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

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

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

            2. Exchange of Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

      [ ] (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
:

          [ ] 144A Global Note, :

          [ ] Regulation S Global Note, :

GAYLORD - INDENTURE

                                      C-2
<PAGE>

with an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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

                                              Dated: ___________________________

                                              __________________________________
                                                 [Insert Name of Transferor]

                                              By: ______________________________
                                                  Name:
                                                  Title:

GAYLORD - INDENTURE

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Corporate Trust Administration

            Re: 6.75% Senior Notes due 2014

            Reference is hereby made to the Indenture, dated as of November 30,
2004 (the "INDENTURE"), among Gaylord Entertainment Company, a Delaware
corporation (the "COMPANY"), the Guarantors and U.S. Bank National Association,
a national banking corporation, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

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

            (b) [ ] a Definitive Note,

            we confirm that:

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

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we shall do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in

GAYLORD - INDENTURE

                                      D-1
<PAGE>

form reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

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

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

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

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

Dated: ______________________

                                          ______________________________________
                                           [Insert Name of Accredited Investor]

                                          By: __________________________________
                                              Name:
                                              Title:

GAYLORD - INDENTURE

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

            For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally, fully and
unconditionally guaranteed, to the extent set forth in and subject to the
provisions in the Indenture dated as of November 30, 2004 (the "INDENTURE")
among Gaylord Entertainment Company, the other Guarantors (as defined in the
Indenture) and U.S. Bank National Association, a national banking corporation,
as trustee (the "TRUSTEE"), (a) the due and punctual payment of the principal
of, premium, if any, and interest and Liquidated Damages, if any, on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, and the due and punctual payment of interest on overdue principal
premium, if any, and interest and Liquidated Damages, if any, on the Notes, if
lawful (subject in all cases to any applicable grace period provided herein),
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
the Notes and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article Ten of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions and (b) appoints the Trustee
attorney-in-fact of such Holder for such purpose.

                            [SIGNATURE PAGE FOLLOWS]

GAYLORD - INDENTURE

                                      E-1
<PAGE>

            IN WITNESS HEREOF, each Guarantor has caused this Notation of
Guarantee to be signed manually or by facsimile by its duly authorized officer.

                                                [NAME OF GUARANTOR]

                                                By: ____________________________
                                                    Name:
                                                    Title:

GAYLORD - INDENTURE

                                      E-2
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

            Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of
_____________, among __________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of Gaylord Entertainment Company (or its permitted successor), a
Delaware corporation (the "COMPANY"), and U.S. Bank National Association, a
national banking corporation (or its permitted successor), as trustee under the
Indenture referred to below (the "TRUSTEE").

                                   WITNESSETH

            WHEREAS, the Company and the other Guarantors party thereto have
heretofore executed and delivered to the Trustee an indenture (the "INDENTURE"),
dated as of November 30, 2004 providing for the issuance of 6.75% Senior Notes
due 2014 (the "NOTES");

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

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

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

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

            2. Agreement to Guarantee.

      (a) The Guaranteeing Subsidiary, along with all other Guarantors, jointly
and severally, and fully and 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 the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:

                  (i) the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in

GAYLORD - INDENTURE

                                      F-1
<PAGE>

accordance with the terms hereof and thereof; and the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes, if lawful (subject in all
cases to any applicable grace period provided herein)

                  (ii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. The Guaranteeing Subsidiary agrees that this is a
guarantee of payment and not a guarantee of collection.

      (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent
permitted under applicable law, its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.

      (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture,
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that this Note Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and the
Indenture.

      (d) The Guaranteeing Subsidiary agrees that if any Holder or the Trustee
is required by any court or otherwise to return to the Company, the Guarantors,
or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them
to the Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

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

      (f) The Guaranteeing Subsidiary agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Six of the Indenture for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article Six of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee.

GAYLORD - INDENTURE

                                      F-2
<PAGE>

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

      (h) The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the
Indenture, that it is the intention of such Guaranteeing Subsidiary that its
Note Guarantee not constitute (i) 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 its Note Guarantee or (ii) an unlawful distribution under any
applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee, and, to effectuate
the foregoing intention, agrees hereby irrevocably that the obligations of such
Guaranteeing Subsidiary will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guaranteeing
Subsidiary that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article Ten of the Indenture, result in the obligations of such
Guaranteeing Subsidiary under its Note Guarantee not constituting a fraudulent
transfer or conveyance or such an unlawful shareholder distribution.

            3. Execution and Delivery. The Guaranteeing Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

            4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.

            (a) A Guarantor may not sell or otherwise dispose of all or
substantially all of its assets, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless:

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

            (ii) either:

                  (A) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger (if other than the Guarantor) is a
            corporation or limited liability company organized or existing under
            the laws of the United States, any state thereof or the District of
            Columbia and assumes all the obligations of that Guarantor under the
            Indenture, its Note Guarantee and the Registration Rights Agreement
            pursuant to a supplemental indenture reasonably satisfactory to the
            Trustee; or

                  (B) such sale or other disposition or consolidation or merger
            complies with Section 4.10 of the Indenture.

            (b) In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the

GAYLORD - INDENTURE

                                      F-3
<PAGE>

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

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

            5. Release.

            (a) Any Guarantor will be released and relieved of any obligations
under its Note Guarantee, (i) in connection with any sale or other disposition
of all of the Capital Stock of that Guarantor to a Person that is not (either
before or after giving effect to such transaction) an Affiliate of the Company,
if the sale of all such Capital Stock of that Guarantor complies with Section
4.10 of the Indenture; (ii) if the Company properly designates that Guarantor as
an Unrestricted Subsidiary under the Indenture or (iii) solely in the case of a
Note Guarantee created pursuant to the second sentence of Section 4.18(a) of the
Indenture, upon the release or discharge of the Guarantee which resulted in the
creation of such Note Guarantee pursuant to Section 4.18(b) of the Indenture,
except a discharge or release by or as a result of payment under such Guarantee.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that one of the foregoing requirements has been
satisfied and the conditions to the release of a Guarantor under this Section 5
have been satisfied, the Trustee shall execute any documents reasonably required
in order to evidence the release of such Guarantor from its obligations under
its Note Guarantee.

            (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
and Liquidated Damages, if any, on the Notes and for the other obligations of
any Guarantor under the Indenture as provided in Article Ten of the Indenture.

            6. No Recourse Against Others. Pursuant to Section 12.07 of the
Indenture, no director, officer, employee, incorporator or stockholder of the
Guaranteeing Subsidiary shall have any liability for any obligations of such
Guaranteeing Subsidiary under the Notes, the Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.

            7. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

GAYLORD - INDENTURE

                                      F-4
<PAGE>

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

            9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

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

                            [SIGNATURE PAGE FOLLOWS]

GAYLORD - INDENTURE

                                      F-5
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, ____

                                              [NAME OF GUARANTEEING SUBSIDIARY]

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              GAYLORD ENTERTAINMENT COMPANY

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              U.S. BANK NATIONAL ASSOCIATION, AS
                                              TRUSTEE

                                              By: ______________________________
                                                  Name:
                                                  Title:

GAYLORD - INDENTURE

                                      F-6