<PAGE>
                                                                     EXHIBIT 4.1











                          GAYLORD ENTERTAINMENT COMPANY





                                    INDENTURE

                            DATED AS OF _____________






                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE


<PAGE>



                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                                  Indenture Section

<S>   <C>                                                                                    <C>
310(a)(1)................................................................................................7.10
      (a)(2).............................................................................................7.10
      (a)(3).............................................................................................N.A.
      (a)(4).............................................................................................N.A.
      (a)(5).............................................................................................7.10
      (b)................................................................................................7.10
      (c)................................................................................................N.A.
      311(a).............................................................................................7.11
      (b)................................................................................................7.11
      (c)................................................................................................N.A.
312(a)...................................................................................................2.06
      (b)...............................................................................................12.03
      (c)...............................................................................................12.03
313(a)...................................................................................................7.06
      (b)(2).......................................................................................7.06; 7.07
      (c).........................................................................................7.06; 12.02
      (d)................................................................................................7.06
314(a)......................................................................................4.03;12.02; 12.05
      (c)(1)............................................................................................12.04
      (c)(2)............................................................................................12.04
      (c)(3).............................................................................................N.A.
      (e)...............................................................................................12.05
      (1)................................................................................................N.A.
315(a)...................................................................................................7.01
      (b)..........................................................................................7.05,12.02
      (c)................................................................................................7.01
      (d)................................................................................................7.01
      (e)................................................................................................6.11
316(a) (last sentence)...................................................................................2.09
      (a)(1)(A)..........................................................................................6.05
      (a)(1)(B)..........................................................................................6.04
      (a)(2).............................................................................................N.A.
      (b)................................................................................................6.07
      (c)................................................................................................2.13
317(a)(1)................................................................................................6.08
      (a)(2).............................................................................................6.09
      (b)................................................................................................2.05
318(a)..................................................................................................12.01
      (b)................................................................................................N.A.
      (c)...............................................................................................12.01
</TABLE>

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

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                          <C>

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01         Definitions...............................................................................1
Section 1.02         Other Definitions.........................................................................8
Section 1.03         Incorporation by Reference of Trust Indenture Act.........................................8
Section 1.04         Rules of Construction.....................................................................8

                                ARTICLE 2.
                              THE SECURITIES

Section 2.01         Issuable in Series........................................................................9
Section 2.02         Establishment of Terms of Series of Securities............................................9
Section 2.03         Execution and Authentication.............................................................12
Section 2.04         Registrar and Paying Agent...............................................................13
Section 2.05         Paying Agent to Hold Money in Trust......................................................14
Section 2.06         Holder Lists.............................................................................14
Section 2.07         Transfer and Exchange....................................................................14
Section 2.08         Replacement Securities...................................................................15
Section 2.09         Outstanding Securities...................................................................15
Section 2.10         Treasury Securities......................................................................16
Section 2.11         Temporary Securities.....................................................................16
Section 2.12         Cancellation.............................................................................16
Section 2.13         Defaulted Interest.......................................................................16
Section 2.14         Global Securities........................................................................17
Section 2.15         CUSIP Numbers............................................................................18

                                ARTICLE 3.
                         REDEMPTION AND PREPAYMENT

Section 3.01         Notices to Trustee.......................................................................18
Section 3.02         Selection of Securities to Be Redeemed or Purchased......................................19
Section 3.03         Notice of Redemption.....................................................................19
Section 3.04         Effect of Notice of Redemption...........................................................20
Section 3.05         Deposit of Redemption or Purchase Price..................................................20
Section 3.06         Securities Redeemed or Purchased in Part.................................................21

                                ARTICLE 4.
                                 COVENANTS

Section 4.01         Payment of Securities....................................................................21
Section 4.02         Maintenance of Office or Agency..........................................................21
Section 4.03         Reports..................................................................................22
Section 4.04         Compliance Certificate...................................................................23
Section 4.05         Taxes....................................................................................23
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                           <C>
Section 4.06         Stay, Extension and Usury Laws...........................................................23
Section 4.07         Corporate Existence......................................................................24

                                ARTICLE 5.
                                SUCCESSORS

Section 5.01         Merger, Consolidation, or Sale of Assets.................................................24
Section 5.02         Successor Person Substituted.............................................................25

                                ARTICLE 6.
                           DEFAULTS AND REMEDIES

Section 6.01         Events of Default........................................................................25
Section 6.02         Acceleration.............................................................................27
Section 6.03         Other Remedies...........................................................................27
Section 6.04         Waiver of Past Defaults..................................................................27
Section 6.05         Control by Majority......................................................................28
Section 6.06         Limitation on Suits......................................................................28
Section 6.07         Rights of Holders of Securities to Receive Payment.......................................28
Section 6.08         Collection Suit by Trustee...............................................................29
Section 6.09         Trustee May File Proofs of Claim.........................................................29
Section 6.10         Priorities...............................................................................29
Section 6.11         Undertaking for Costs....................................................................30

                                ARTICLE 7.
                                 TRUSTEE

Section 7.01         Duties of Trustee........................................................................30
Section 7.02         Rights of Trustee........................................................................31
Section 7.03         Individual Rights of Trustee.............................................................32
Section 7.04         Trustee's Disclaimer.....................................................................33
Section 7.05         Notice of Defaults.......................................................................33
Section 7.06         Reports by Trustee to Holders of the Securities..........................................33
Section 7.07         Compensation and Indemnity...............................................................33
Section 7.08         Replacement of Trustee...................................................................34
Section 7.09         Successor Trustee by Merger, etc.........................................................35
Section 7.10         Eligibility; Disqualification............................................................35
Section 7.11         Preferential Collection of Claims Against Company........................................36

                                ARTICLE 8.
                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01         Option to Effect Legal Defeasance or Covenant Defeasance.................................36
Section 8.02         Legal Defeasance and Discharge...........................................................36
Section 8.03         Covenant Defeasance......................................................................37
Section 8.04         Conditions to Legal or Covenant Defeasance...............................................37
Section 8.05         Deposited Money and Government Securities to be Held in Trust;
                     Other Miscellaneous Provisions...........................................................39
Section 8.06         Repayment to Company.....................................................................39
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
Section 8.07         Reinstatement............................................................................40

                                ARTICLE 9.
                     AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01         Without Consent of Holders of Securities.................................................40
Section 9.02         With Consent of Holders of Securities....................................................42
Section 9.03         Compliance with Trust Indenture Act......................................................43
Section 9.04         Revocation and Effect of Consents........................................................43
Section 9.05         Notation on or Exchange of Securities....................................................43
Section 9.06         Trustee to Sign Amendments, etc..........................................................44

                                ARTICLE 10.
                                GUARANTEES

Section 10.01        Guarantees...............................................................................44
Section 10.02        Limitation on Guarantor Liability........................................................45
Section 10.03        Execution and Delivery of Security Guarantee.............................................46
Section 10.04        Guarantors May Consolidate, etc., on Certain Terms.......................................46
Section 10.05        Releases Following Sale of Assets........................................................47

                                ARTICLE 11.
                        SATISFACTION AND DISCHARGE

Section 11.01        Satisfaction and Discharge...............................................................47
Section 11.02        Application of Trust Money...............................................................48

                                ARTICLE 12.
                               MISCELLANEOUS

Section 12.01        Trust Indenture Act Controls.............................................................49
Section 12.02        Notices..................................................................................49
Section 12.03        Communication by Holders of Securities with Other Holders
                     of Securities............................................................................50
Section 12.04        Certificate and Opinion as to Conditions Precedent.......................................50
Section 12.05        Statements Required in Certificate or Opinion............................................50
Section 12.06        Rules by Trustee and Agents..............................................................51
Section 12.07        No Personal Liability of Directors, Officers, Employees and
                     Stockholders.............................................................................51
Section 12.08        Governing Law............................................................................51
Section 12.09        No Adverse Interpretation of Other Agreements............................................51
Section 12.10        Successors...............................................................................52
Section 12.11        Severability.............................................................................52
Section 12.12        Counterpart Originals....................................................................52
Section 12.13        Table of Contents, Headings, etc.........................................................52
</TABLE>

                                      iii


<PAGE>



         INDENTURE dated as of _____________, 2004 between Gaylord Entertainment
Company, a Delaware corporation, the Guarantors (as defined) and U.S. Bank
National Association, as trustee.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the Securities issued under this Indenture:


                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01 Definitions.

         "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
therein and which are owing to such Holders.

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

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

         "Authentication Order" means a written order signed in the name of the
Company by an Officer.

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

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the certificate and delivered to the
Trustee.

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

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

                                       1

<PAGE>

         "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 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.

                                       2
<PAGE>

         "Company" means Gaylord Entertainment Company, a Delaware corporation,
and any and all successors thereto.

         "Corporate Trust Office of the Trustee" will 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 (a) that certain Credit Agreement, dated as of
November 20, 2003, by and among Opryland Hotel--Florida Limited Partnership, the
Company, Deutsche Bank Trust Company Americas, as Administrative Agent, Deutsche
Bank Securities, Inc., Banc of America Securities LLC and CIBC World Markets
Corp., as Joint Book Running Managers and Co-Lead Arrangers, and 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
and/or (b) that certain Amended and Restated Loan and Security Agreement, dated
as of March 27, 2001, between Opryland Hotel Nashville, LLC, as borrower, and
Merrill Lynch Mortgage Lending, Inc. as lender, 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.

         "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.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.02 hereof
as the Depositary with respect to the Securities, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Discount Security" means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02.

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

         "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 Securities" means a Security or Securities, as the case may be,
in the form established pursuant to Section 2.02 evidencing all or part of a
Series of Securities, issued to the Depositary for such Series or its nominee,
and registered in the name of such Depositary or nominee.


                                       3
<PAGE>

         "Government Securities" means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities), and
additionally, in respect of any Series of Securities denominated in other than
United States dollars, securities issued or directly and fully guaranteed or
insured by the government in whose currencies such Series of Securities are
denominated (which in the case of the Euro shall be deemed to include any
government whose functional currency is the Euro).

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

         "Guarantors" means each of:

               (1) the guarantors listed on the signature pages hereto; and

               (2) any other Subsidiary that executes a Security Guarantee in
         accordance with the provisions of this Indenture,

and their respective successors and assigns until released from their
obligations under 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 Security is registered.

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

               (1) in respect of borrowed money;

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

                                       4
<PAGE>

               (3) in respect of banker's acceptances;

               (4) representing Capital Lease Obligations;

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

               (6) representing any Hedging Obligations,

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

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

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

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

               (3) with respect to Hedging Obligations, the amount of
         Indebtedness required to be recorded as a liability in accordance with
         GAAP.

         "Indenture" means this instrument as amended and supplemented from time
to time by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of particular
Series of Securities established as contemplated by Section 2.02; provided,
however, that, if at any time more than one Person is acting as Trustee under
this instrument, "Indenture" shall mean, with respect to any one or more Series
of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular Series
of Securities for which such Person is Trustee established as contemplated by
Section 2.02, exclusive, however, of any provisions or terms which relate solely
to other Series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become Trustee but to which such Person, as
such Trustee, was not a party.

         "Interest" with respect to any Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.

         "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



                                       5
<PAGE>

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.

         "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.

         "Maturity," when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect repayment or otherwise.

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

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

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

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

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

         "Principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) with direct responsibility for the administration of this
Indenture and, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "SEC" means the Securities and Exchange Commission.

                                       6
<PAGE>

         "Securities" means the debentures, notes or other debt instruments of
the Company of any Series authenticated and delivered under this Indenture.

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

         "Security Guarantee" means the guarantee of any Series of Securities by
a Guarantor under Article 10.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.01
and 2.02 hereof.

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

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

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

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

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

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

         "Trustee" means the Person named as the "trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of or within any Series shall
mean only the Trustee with respect to the Securities of that Series.

         "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

                                       7
<PAGE>

         "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.

Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                      Defined
                                                                                        in
         Term                                                                         Section
         ----                                                                         -------
<S>                                                                                   <C>
         "Covenant Defeasance".............................................            8.03
         "Event of Default"................................................            6.01
         "Legal Defeasance"................................................            8.02
         "Paying Agent"....................................................            2.04
         "Registrar".......................................................            2.04
</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 Securities;

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

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Securities means the Company and any successor obligor
upon the Securities.

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

         Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

                                       8
<PAGE>

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

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

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

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


                                   ARTICLE 2.
                                 THE SECURITIES

         Section 2.01 Issuable in Series.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in the Board Resolution, supplemental indenture or Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. All Series of Securities
shall be entitled to the benefits of the Indenture, provided that Securities may
differ between Series in respect of any matters as provided by the Board
Resolution, supplemental indenture or Officers' Certificate detailing the
adoption of the terms thereof pursuant to the authority granted under a Board
Resolution.

         Section 2.02 Establishment of Terms of Series of Securities.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.02(a) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.02(b) through 2.02(dd)) by a
Board Resolution, a supplemental indenture or an Officers' Certificate pursuant
to authority granted under a Board Resolution:

         (a) the title of the Series (which shall distinguish the Securities of
that particular Series from the Securities of any other Series);

         (b) the price or prices (expressed as a percentage of the principal
amount thereof) at which the Securities of the Series will be issued;

         (c) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture (except
for Securities



                                       9
<PAGE>

authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.07,
2.08, 2.11, 3.06 or 9.05);

         (d) the date or dates or the method by which such date or dates will be
determined on which the principal of the Securities of the Series is payable;

         (e) the rate or rates (which may be fixed or variable) per annum or, if
applicable, the method used to determine such rate or rates, at which the
Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date and the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of
twelve 30-day months;

         (f) the place or places where the principal of and interest, if any, on
the Securities of the Series shall be payable, or the method of such payment, if
by wire transfer, mail or other means;

         (g) if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;

         (h) the obligation, if any, of the Company to redeem or purchase the
Securities of the Series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of
the Series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

         (i) the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations;

         (j) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Securities of the Series shall be
issuable;

         (k) the forms of the Securities of the Series and whether the
Securities will be issuable as Global Securities;

         (l) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;

         (m) if other than United States dollars, the currency of denomination
of the Securities of the Series;

         (n) if other than United States dollars, the designation of the
currency, currencies or currency units in which payment of the principal of and
interest, if any, on the Securities of the Series will be made;

                                       10
<PAGE>

         (o) if payments of principal of or interest, if any, on the Securities
of the Series are to be made in one or more currencies or currency units other
than that or those in which such Securities are denominated, the manner in which
the exchange rate with respect to such payments will be determined;

         (p) the manner in which the amounts of payment of principal of or
interest, if any, on the Securities of the Series will be determined, if such
amounts may be determined by reference to an index based on a currency or
currencies or by reference to a commodity, commodity index, stock exchange index
or financial index;

         (q) the provisions, if any, relating to any security provided for the
Securities of the Series;

         (r) the provisions, if any, relating to any guarantees of the
Securities of the Series;

         (s) any addition to or change in the Events of Default which applies to
any Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.02;

         (t) any addition to or change in the covenants set forth in Articles IV
or V which applies to Securities of the Series;

         (u) any other terms of the Securities of the Series (which terms shall
not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series);

         (v) any depositories, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to Securities of such Series if
other than those appointed herein; and

         (w) the date as of which any temporary Global Security representing
Outstanding Securities of or within the Series shall be dated if other than the
date of original issuance of the first Security of the Series to be issued;

         (x) the applicability, if any, of Sections 8.02 and/or 8.03 to the
Securities of or within the Series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Eight;

         (y) if the Securities of such Series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such Series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions;

         (z) if the Securities of or within the Series are to be issued upon the
exercise of debt warrants, the time, manner and place for such Securities to be
authenticated and delivered;

         (aa) whether and under what circumstances the Company will pay
Additional Amounts on the Securities of or within the Series to any Holder who
is not a United States person (including any modification to the definition of
such term) in respect of any tax,



                                       11
<PAGE>

assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and
the terms of any such option);

         (bb) the obligation, if any, of the Company to permit the Securities of
such Series to be converted into or exchanged for common stock of the Company or
other Securities or property of the Company and the terms and conditions upon
which such conversion or exchange shall be effected (including, without
limitation, the initial conversion or exchange price or rate, the conversion or
exchange period, any adjustment of the applicable conversion or exchange price
or rate and any requirements relative to the reservation of such shares for
purposes of conversion or exchange);

         (cc) if convertible or exchangeable, any applicable limitations on the
ownership or transferability of the Securities or property into which such
Securities are convertible or exchangeable; and

         (dd) the applicability, if any, of Article 10 or the Security Guarantee
to the Securities of or within the Series and any provisions in modification, in
addition to or in lieu of any of the provisions of Article 10 or any Security
Guarantee.

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         Section 2.03 Execution and Authentication.

         An Officer must sign the Securities for the Company by manual or
facsimile signature.

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

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

         The Trustee shall at any time, and from time to time, authenticate
Securities of a Series for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate
described in Section 2.02 with respect to such Series upon receipt by the
Trustee of an Authentication Order. Such Authentication Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by the Board Resolution, supplemental
indenture hereto or Officers' Certificate described in Section 2.02 with respect
to such Series.

                                       12
<PAGE>

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.02, except as provided in
Section 2.08.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.02) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 12.04, and (c) an Opinion of Counsel complying with Section 12.04.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities 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 2.04 Registrar and Paying Agent.

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

         If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                                       13
<PAGE>

         The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

         Section 2.05 Paying Agent to Hold Money in Trust.

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

         Section 2.06 Holder Lists.

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

         Section 2.07 Transfer and Exchange.

         Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.05).

         Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called



                                       14
<PAGE>

for redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part.

         Section 2.08 Replacement Securities.

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

         Every replacement Security is an additional obligation of the Company
and will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities of the same Series duly issued
hereunder.

         Section 2.09 Outstanding Securities.

         The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.09 as not outstanding. Except as set forth in
Section 2.10 hereof, a Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

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

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

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

         In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02.

                                       15
<PAGE>

         Section 2.10 Treasury Securities.

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

         Section 2.11 Temporary Securities.

         Until certificates representing Securities are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Securities. Temporary Securities will be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as may be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
will prepare and the Trustee will authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. After
preparation of such definitive Securities, the temporary Securities will be
exchangeable for such definitive Securities upon surrender of the temporary
Securities.

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

         Section 2.12 Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else will cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Securities (subject to the record retention requirements
of the Exchange Act). Certification of the destruction of all canceled
Securities will be delivered to the Company. The Company may not issue new
Securities to replace Securities 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 Securities of a
Series, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders of the Securities of such Series on a subsequent special record
date, in each case at the rate provided in such Series of Securities and in
Section 4.01 hereof. The Company will notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Security of such Series
and the date of the proposed payment. The Company will fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders of Securities
of such Series



                                       16
<PAGE>

a notice that states the special record date, the related payment date and the
amount of such interest to be paid.

         Section 2.14 Global Securities.

         (a) Terms of Securities. A Board Resolution, a supplemental indenture
hereto or an Officers' Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or Securities.

         (b) Transfer and Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.07 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture
for Securities of the Series with respect to which such Global Security was
issued registered in the names of Holders other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

         Except as provided in this Section 2.14(b), a Global Security may not
be transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

         (c) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form:

                  "This Security is a Global Security within the
                  meaning of the Indenture hereinafter referred to and
                  is registered in the name of the Depositary or a
                  nominee of the Depositary. This Security is
                  exchangeable for Securities registered in the name
                  of a person other than the Depositary or its nominee
                  only in the limited circumstances described in the
                  Indenture, and may not be transferred except as a
                  whole by the Depositary to a nominee of the
                  Depositary, by a nominee of the Depositary to the
                  Depositary or another nominee of the Depositary or
                  by the Depositary or any such nominee to a successor
                  Depositary or a nominee of such a successor
                  Depositary."

         (d) Acts of Holders. The Depositary, as a Holder, may appoint agents
and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

                                       17
<PAGE>

         (e) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.

         (f) Consents, Declaration and Directions. Except as provided in Section
2,14(e), the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

         Section 2.15 CUSIP Numbers.

         The Company in issuing the Securities 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 Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.


                                    ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

         Section 3.01 Notices to Trustee.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or in
the Board Resolution, supplemental indenture or Officer's Certificate described
in Section 2.02 with respect to such Series. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it must furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date, an Officers' Certificate setting
forth:

               (1) the term of the applicable Series of Securities pursuant to
         which the redemption shall occur;

               (2) the redemption date;

               (3) the principal amount of Securities of such Series to be
         redeemed; and

               (4) the redemption price.

                                       18
<PAGE>

         Section 3.02 Selection of Securities to Be Redeemed or Purchased.

         Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all of the Securities of a Series are to be redeemed or purchased in an offer to
purchase at any time, the Trustee will select Securities of such Series for
redemption or purchase as follows:

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

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

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

         The Trustee will promptly notify the Company in writing of the
Securities selected for redemption or purchase and, in the case of any Security
selected for partial redemption or purchase, the principal amount thereof to be
redeemed or purchased. Securities and portions of Securities selected will be in
amounts of the minimum authorized denomination for Securities of that Series or
integral multiples thereof; except that if all of the Series of Securities of a
Holder are to be redeemed or purchased, the entire outstanding amount of such
Securities held by such Holder, even if not an integral multiple of the minimum
authorized denomination, shall be redeemed or purchased. Except as provided in
the preceding sentence, provisions of this Indenture that apply to Securities
called for redemption or purchase also apply to portions of Securities called
for redemption or purchase.

         Section 3.03 Notice of Redemption.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, at least
30 days but not more than 60 days before a redemption date, the Company will
mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Securities are to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the Securities
or a satisfaction and discharge of such Securities and this Indenture pursuant
to Articles 8 or 11 of this Indenture.

         The notice will identify the Securities of the Series to be redeemed
and will state:

               (1) the redemption date;

               (2) the redemption price;

                                       19
<PAGE>

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

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

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

               (6) that, unless the Company defaults in making such redemption
         payment, interest on Securities of the Series called for redemption
         ceases to accrue on and after the redemption date;

               (7) the Section of the Securities of the Series and/or Section of
         this Indenture applicable to such Series pursuant to which the
         Securities of the Series called for redemption are being redeemed; and

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

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

         Section 3.04 Effect of Notice of Redemption.

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

         Section 3.05 Deposit of Redemption or Purchase Price.

         Prior to 10:00 a.m. New York City time on the relevant redemption or
purchase date, the Company will deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
interest, if any, on all Securities to be redeemed or purchased on that date.
The Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest, if any, on, all Securities to be redeemed or purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Securities or the portions of Securities called for redemption or purchase.
If a Security is redeemed or purchased on or after an interest record date but
on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Security was registered
at the



                                       20
<PAGE>

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

         Section 3.06 Securities Redeemed or Purchased in Part.

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

                                   ARTICLE 4.
                                   COVENANTS

         Section 4.01 Payment of Securities.

         The Company will pay or cause to be paid the principal of, premium, if
any, and interest, on each Series of Securities on the dates and in the manner
provided for the Securities of such Series by the Board Resolution, supplemental
indenture or Officer's Certificate establishing the terms of such Series.
Principal, premium, if any, and interest will be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds in U.S. Legal Tender and designated for and
sufficient to pay all principal, premium, if any, and interest then due. If the
Company or Subsidiary is acting as Paying Agent, the Company shall, prior to
10:00 a.m. New York City time on the due date, segregate and hold in trust U.S.
Legal Tender sufficient to make payments of principal, premium and interest due
on such date.

         Unless otherwise indicated for a Series of Securities in the Board
Resolution, supplemental indenture or Officer's Certificate described in Section
2.02, the Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal, and on overdue
installments of interest (without regard to any applicable grace period), at the
rate equal to 1% per annum in excess of the then applicable interest rate on
each Series of Securities to the extent lawful. Notwithstanding anything to the
contrary contained in this Indenture, the Company may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments
hereunder.

         Section 4.02 Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee, being U.S.
Bank National Association, located at 100 Wall Street, Suite 1600, New York, New
York 10005, or an affiliate of the Trustee, Registrar or coregistrar) where
Securities of each Series may be surrendered for registration of transfer or for
exchange and where notices and demands to or upon the Company



                                       21
<PAGE>

in respect of Securities of each Series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

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

         Section 4.03 Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as Securities of any Series are outstanding, the Company will 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:

               (1) all quarterly and annual financial information that would be
         required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Company were required to file such forms, and, with respect
         to the annual information only, a report thereon by the Company's
         certified independent accountants; and

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

         If the SEC will not accept a filing referred to above, then the Company
will furnish such information and reports to the Trustee and Holders within 15
days of the time periods specified in the SEC' s rules and regulations, and make
such information available to prospective investors upon request. The Company
will at all times comply with TIA ss. 3 14(a).

         (b) The Trustee shall not be under a duty to review or evaluate any
report or information delivered to the Trustee pursuant to the provisions of
this Section 4.03 for the purposes of making such reports available to it and to
the Holders of Securities of any Series who may request such information.
Delivery of such reports, information and documents to the Trustee as may be
required under this Section 4.03 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                       22
<PAGE>

         Section 4.04 Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries 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 will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Securities of any Series.

         Section 4.06 Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and



                                       23
<PAGE>

covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted.

         Section 4.07 Corporate Existence.

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

               (1) its corporate existence, and the corporate, partnership or
         other existence of each of its Subsidiaries, in accordance with the
         respective organizational documents (as the same may be amended from
         time to time) of the Company or any such Subsidiary; and

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

                                   ARTICLE 5.
                                   SUCCESSORS

         Section 5.01 Merger, Consolidation, or Sale of Assets.

         The Company shall not consolidate with or merge into, or convey,
transfer or lease all or substantially all of the properties and assets of the
Company and its subsidiaries taken as a whole to, any Person (a "Successor
Person"), and may not permit any Person to merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, the Company,
unless:

               (1) the Successor Person (if any) is a corporation, partnership,
         trust or other entity organized and validly existing under the laws of
         any U.S. domestic jurisdiction and expressly assumes the Company's
         obligations on the Securities and under this Indenture and

               (2) immediately after giving effect to the transaction, no
         Default or Event of Default, shall have occurred and be continuing.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

                                       24
<PAGE>

         Section 5.02 Successor Person Substituted.

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


                                    ARTICLE 6.
                              DEFAULTS AND REMEDIES

         Section 6.01 Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, subject to any modifications,
deletions or additions relating to any Series of Securities, as provided in the
establishing Board Resolution, supplemental indenture or Officers' Certificate
for such Series:

               (1) the Company defaults for 30 days in the payment when due of
         interest on, any Security of that Series;

               (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on any Security of that Series;

               (3) the Company fails to observe or perform any covenant,
         representation, warranty or other agreement in this Indenture (other
         than a covenant or warranty that has been included in this Indenture
         solely for the benefit of Series of Securities other than that Series)
         or the Securities of that Series for 60 consecutive days after notice
         to the Company by the Trustee or the Holders of Securities of that
         Series of at least 25% in aggregate principal amount of such Securities
         then outstanding voting as a single class;

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

                                       25
<PAGE>

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

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

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$25.0 million or more;

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

                     (A) commences a voluntary case,

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

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

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

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

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

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

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

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

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

                                       26
<PAGE>

               (7) any other Event of Default with respect to Securities of that
         Series, which is specified in a Board Resolution, a supplemental
         indenture hereto or an Officers' Certificate, in accordance with
         Section 2.02(s).

         Section 6.02 Acceleration.

         In the case of an Event of Default with respect to Securities of any
Series at the time outstanding specified in clause (5) or (6) of Section 6.01
hereof, with respect to the Company, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary, all outstanding Securities of such Series shall become
due and payable immediately without further action or notice. If any other Event
of Default with respect to Securities of any Series at the time outstanding
occurs and is continuing, the Trustee or the Holders of not less than a majority
in principal amount of the then outstanding Securities of such Series may
declare all the Securities of such Series to be due and payable immediately.

         Upon any such declaration, the Securities of such Series shall become
due and payable immediately. The Holders of a majority in aggregate principal
amount of the then outstanding Securities of such Series by written notice to
the Trustee may on behalf of all of the Holders of Securities of such Series
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to Securities of such Series (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

         Section 6.03 Other Remedies.

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

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

         Section 6.04 Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Securities of a Series by notice to the Trustee may on
behalf of the Holders of all of the Securities of such Series waive an existing
Default or Event of Default with respect to such Series and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Securities of such Series
(including in connection with any offer to purchase); provided, however, that
the Holders of a majority in aggregate principal amount of the then outstanding
Securities of such Series may rescind an acceleration and its consequences,
including any related payment default that resulted



                                       27
<PAGE>

from such acceleration. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 6.05 Control by Majority.

         Holders of a majority in principal amount of the then outstanding
Securities of a Series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it with respect to the Securities of such Series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Securities of such Series or that may involve the
Trustee in personal liability. The Trustee shall be entitled to take any other
action deemed proper by the Trustee which is not inconsistent with such
direction or this Indenture.

         Section 6.06 Limitation on Suits.

         A Holder of a Security of any Series may pursue a remedy with respect
to this Indenture or the Securities of that Series only if:

               (1) such Holder of a Security of that Series has previously given
         to the Trustee written notice of a continuing Event of Default with
         respect to Securities of that Series;

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

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

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

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

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

         Section 6.07 Rights of Holders of Securities to Receive Payment.

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



                                       28
<PAGE>

Series (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

         Section 6.08 Collection Suit by Trustee.

         If an Event of Default with respect to Securities of any Series
specified in Section 6.0 1(1) or (2) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium, if any,
and interest remaining unpaid on the Securities of that Series and interest on
overdue principal and, to the extent lawful, interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         Section 6.09 Trustee May File Proofs of Claim.

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

         Section 6.10 Priorities.

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

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

                                       29
<PAGE>

               Second: to Holders of Securities in respect of which or for the
         benefit of which such money has been collected for amounts due and
         unpaid on such Securities for principal, premium, if any, and interest,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Securities for principal, premium, if
         any and interest, respectively; and

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

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

         Section 6.11 Undertaking for Costs.

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


                                   ARTICLE 7.
                                    TRUSTEE

         Section 7.01 Duties of Trustee.

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

         (b) Except during the continuance of an Event of Default with respect
to any Series of Securities:

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

               (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee will



                                       30
<PAGE>

         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture.

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

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

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

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

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

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

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

         Section 7.02 Rights of Trustee.

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

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

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

                                       31
<PAGE>

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

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

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

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

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

         (i) Any permissive right or authority granted to the Trustee shall not
be construed as a mandatory duty.

         Section 7.03 Individual Rights of Trustee.

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

                                       32
<PAGE>

         Section 7.04 Trustee's Disclaimer.

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

         Section 7.05 Notice of Defaults.

         If a Default or Event of Default with respect to any Series of
Securities of such Series occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Securities of such Series a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on a Security of any Series, 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
Securities of such Series.

         Section 7.06 Reports by Trustee to Holders of the Securities.

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

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

         Section 7.07 Compensation and Indemnity.

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

                                       33
<PAGE>

         (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
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith or willful misconduct. The Trustee will notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company will not relieve the Company of its obligations
hereunder. The Company will defend the claim and the Trustee will cooperate in
the defense. The Company need not pay for any settlement made without its
consent, which consent will not be unreasonably withheld.

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

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

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

         Section 7.08 Replacement of Trustee.

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

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Securities of a Series may
remove the Trustee with respect to such Series by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee with respect to the
Securities of one or more Series if:

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

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

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

                                       34
<PAGE>

               (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason with respect to the Securities of one or more
Series, the Company will promptly appoint a successor Trustee with respect to
the Securities of that or those Series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such Series and that at any time there shall be only one Trustee with
respect to the Securities of any Series). Within one year after a successor
Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities of a Series may appoint a successor Trustee with respect
to such Series to replace the successor Trustee for such Series appointed by the
Company.

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

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

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

         Section 7.09 Successor Trustee by Merger, etc.

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

         Section 7.10 Eligibility; Disqualification.

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

                                       35
<PAGE>

         This Indenture will always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 3 10(b).

         Section 7.11 Preferential Collection of Claims Against Company.

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


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         If, pursuant to Section 2.02, provision is made for either or both of
(a) defeasance of the Securities of or within a Series under Section 8.02 or (b)
covenant defeasance of the Securities of or within a Series under Section 8.03
to be applicable to the Securities of a Series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 2.02 with respect to the Securities of such Series), shall be applicable
to the Securities of such Series, and 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 Securities of such Series upon compliance with the
conditions set forth below in this Article 8.

         Section 8.02 Legal Defeasance and Discharge.

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

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

                                       36
<PAGE>

               (2) the Company's obligations with respect to the Securities of
         such Series under Article 2 and Section 4.02 hereof;

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

               (4) this Article 8.

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

         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 each of
their obligations under the covenants contained in Sections 4.03 and 4.04, as
well as any additional covenants contained in a supplemental indenture hereto
for a particular Series of Securities, with respect to the outstanding
Securities of a Series on and after the date the conditions set forth in Section
8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the
Securities of such Series shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders of
Securities of such Series (and the consequences of any thereof) in connection
with such covenants, but will continue to be deemed "outstanding" for all other
purposes hereunder (it being understood that the Securities of such Series will
not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities of such
Series, the Company may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply will
not constitute a Default or an Event of Default with respect to Securities of
such Series under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and the Securities of such Series will be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(5) hereof will not constitute Events of Default.

         Section 8.04 Conditions to Legal or Covenant Defeasance.

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

               (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of Securities of a Series, cash
         in such currency, currencies or currency units in which such Securities
         are then specified as payable at Stated Maturity, non-callable
         Government Securities, or a combination thereof, in such amounts as
         will be sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal of, premium, if
         any, and interest on the outstanding



                                       37
<PAGE>

         Securities of such Series on the stated date for payment thereof or on
         the applicable redemption date, as the case may be, and the Company
         must specify whether the Securities of such Series are being defeased
         to maturity or to a particular redemption date;

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

                     (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 Securities of such Series will not recognize
               income, gain or loss for federal income tax purposes as a
               result of such Legal Defeasance and will be subject to federal
               income tax on the same amounts, in the same manner and at the
               same times as would have been the case if such Legal
               Defeasance had not occurred;

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

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

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

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

                                       38
<PAGE>

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

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

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of a Series will be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities of such Series 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 the Securities of such Series of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

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

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

         Section 8.06 Repayment to Company.

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

                                       39
<PAGE>

         Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or other currency 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 each applicable Series of Securities will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Series of Securities following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Series of Securities to receive such payment from the
money held by the Trustee or Paying Agent.


                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

         Section 9.01 Without Consent of Holders of Securities.

         Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or any Series of Securities
without the consent of any Holder of Securities:

               (1) to evidence the succession of another Person to the Company
         or a Guarantor and the assumption by any such successor of the
         covenants of the Company or such Guarantor herein, in any Security
         Guarantee and in the Securities contained; provided that such
         succession is otherwise in compliance with this Indenture and
         applicable law;

               (2) to add to the covenants of the Company or any Guarantor for
         the benefit of the Holders of all or any Series of Securities (and, if
         such covenants are to be for the benefit of less than all Series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such Series) or to surrender any right or
         power herein conferred upon the Company or any Guarantor;

               (3) to add any additional Events of Default for the benefit of
         the Holders of all or any Series of Securities (and if such Events of
         Default are to be for the benefit of less than all Series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of such Series); provided, however,
         that in respect of any such additional Events of Default such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit the right of the Holders of
         a majority in aggregate principal amount of that or those Series of
         Securities to which such additional Events of Default apply to waive
         such default;

                                       40
<PAGE>

               (4) to permit or facilitate the issuance of Securities in
         uncertificated form, provided that any such action shall not adversely
         affect the interest of the Holders of Securities of any Series in any
         material respect;

               (5) to add to, change or eliminate any of the provisions of this
         Indenture or any Guarantee in respect of any Series of Securities,
         provided that any such addition, change or elimination shall (i)
         neither (A) apply to any Security of any Series created prior to the
         execution of such supplemental indenture and entitled to the benefit of
         such provision, nor (B) modify the rights of the Holder of any such
         Security with respect to such provision; or (ii) become effective only
         when there is no Security Outstanding;

               (6) to secure the Securities of any Series;

               (7) to establish the form or terms of Securities of any Series as
         permitted by Sections 2.01 and 2.02, including the provisions and
         procedures relating to Securities convertible into or exchangeable for
         other securities or property of the Company;

               (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more Series and to add or change any of the provisions of the
         Indenture or any Guarantee as shall be reasonable and necessary solely
         to provide for or facilitate the administration of the trusts hereunder
         by more than one Trustee; provided that such succession is otherwise in
         compliance with this Indenture and applicable law;

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

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

               (11) to provide for the assumption of the Company's obligations
         to the Holders of each Series of Securities by a successor to the
         Company pursuant to Article 5 hereof;

               (12) to make any change that would provide any additional rights
         or benefits to the Holders of each Series of Securities or that does
         not adversely affect the legal rights hereunder of any Holder of any
         Series of Securities; or

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

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



                                       41
<PAGE>

supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

         Section 9.02 With Consent of Holders of Securities.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture and the Securities of an affected
Series with the consent of the Holders of at least a majority in principal
amount of the Securities of such affected Series then outstanding, voting as a
separate class, (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Securities of
each affected Series). Subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default with respect to a Series of Securities (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on the Securities of such Series, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Securities of such Series may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities of such Series voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Securities of such Series). Section 2.08 hereof shall determine which Securities
are considered to be "outstanding" for purposes of this Section 9.02.

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities of each required Series as aforesaid, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

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

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

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

                                       42
<PAGE>

               (2) reduce the principal of or change the fixed maturity of any
         Security or alter or waive any of the provisions with respect to the
         redemption of the Securities;

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

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

               (5) make any Security payable in currency other than that stated
         in the Securities;

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

               (7) waive a redemption payment, if any, with respect to any
         Securities or change any of the provisions with respect to the
         redemption of any Securities; or

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

         Section 9.03 Compliance with Trust Indenture Act.

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

         Section 9.04 Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Security is a continuing consent by the Holder of a
Security and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder of a Security
or subsequent Holder of a Security may revoke the consent as to its Security 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 Securities.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security thereafter authenticated. If the Company so
determines, the Company in exchange for all Securities of a Series may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Securities of such Series that reflect the amendment, supplement or waiver.

                                       43
<PAGE>

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

         Section 9.06 Trustee to Sign Amendments, etc.

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


                                  ARTICLE 10.
                                  GUARANTEES

         Section 10.01 Guarantees.

         (a) If, pursuant to Section 2.02, provision is made for the Guarantee
of the Securities of a Series, then subject to this Article 10, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Security of such Series 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 Securities of such Series or the
obligations of the Company hereunder or thereunder, that:

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

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

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

         (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities



                                       44
<PAGE>

with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that the Security
Guarantee will not be discharged except by complete performance of the
obligations contained in such Securities and this Indenture.

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

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

         Section 10.02 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Securities, each Holder,
hereby confirms that it is the intention of all such parties that the Security
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 any Security Guarantee or (ii) an unlawful distribution
under any applicable state law prohibiting shareholder distribution or
distributions to an owner by an insolvent subsidiary to the extent applicable to
any Security Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under its Security Guarantee and this Article 10 shall be limited to
the maximum amount as will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Security Guarantee not
constituting a fraudulent transfer or conveyance or such an unlawful shareholder
distribution or distribution to an owner.



                                       45
<PAGE>

         Section 10.03 Execution and Delivery of Security Guarantee.

         To evidence its Security Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Security Guarantee will be
endorsed by an Officer of such Guarantor on each Security of a guaranteed Series
authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers.

         Each Guarantor hereby agrees that its Security Guarantee set forth in
Section 10.01 will remain in full force and effect notwithstanding any failure
to endorse on each Security of a guaranteed Series a notation of such Security
Guarantee.

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

         The delivery of any Security of a guaranteed Series by the Trustee,
after the authentication thereof hereunder, will constitute due delivery of the
Security Guarantee set forth in this Indenture on behalf of the Guarantors.

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

         Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

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

               (2) subject to Section 10.05 hereof, the Person acquiring the
         property in any such sale or disposition or the Person formed by or
         surviving any such consolidation or merger unconditionally assumes all
         the obligations of that Guarantor, pursuant to a supplemental indenture
         in form and substance reasonably satisfactory to the Trustee, under the
         Securities of a guaranteed Series, this Indenture and the Security
         Guarantee on the terms set forth herein or therein.

         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
Security Guarantee endorsed upon the Securities of a guaranteed Series and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Security Guarantees to be endorsed upon all of the
Securities of a guaranteed Series issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Security
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Security Guarantees theretofore and thereafter
issued in accordance with the



                                       46
<PAGE>

terms of this Indenture as though all of such Security Guarantees had been
issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, nothing contained in
this Indenture or in any of the Securities will prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or will
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

         Section 10.05 Releases Following Sale of Assets.

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

         Any Guarantor not released from its obligations under its Security
Guarantee will remain liable for the full amount of principal of and interest on
the Securities of a Series that it has guaranteed and for the other obligations
of any Guarantor of Securities of a Series that it has guaranteed under this
Indenture as provided in this Article 10.


                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

         Section 11.01 Satisfaction and Discharge.

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

               (1) either:

         (a) all Securities of such Series that have been authenticated (except
lost, stolen or destroyed Securities that have been replaced or paid and
Securities 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 Securities of such Series 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



                                       47
<PAGE>

otherwise or will become due and payable within one year and the Company has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders of such Series, 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 Securities of such
Series not delivered to the Trustee for cancellation for principal, premium, if
any, and accrued interest to the date of maturity or redemption;

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

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

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

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

         Notwithstanding the satisfaction and discharge of this Indenture as to
all Securities of any Series under this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section with
respect to a Series of Securities, the provisions of Section 11.02 and Section
8.06 will survive with respect to such Series of Securities. In addition,
nothing in this Section 11.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.

         Section 11.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities of such Series and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Securities of such Series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Securities of such Series because of the
reinstatement of its obligations, the



                                       48
<PAGE>

Company shall be subrogated to the rights of the Holders of Securities of such
Series to receive such payment from the money or Government Securities held by
the Trustee or Paying Agent.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against the Trustee with respect to the money
deposited with the Trustee pursuant to Section 11.01 hereof.


                                   ARTICLE 12.
                                  MISCELLANEOUS

         Section 12.01 Trust Indenture Act Controls.

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

         Section 12.02 Notices.

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

                  If to the Company:

                  Gaylord Entertainment Company
                  One Gaylord Drive
                  Nashville, Tennessee  37214
                  Telecopier No.:  (615) 316-6544
                  Attention:  Carter R. Todd, Esq.

                  With a copy to:

                  Bass, Berry & Sims PLC
                  AmSouth Center
                  315 Deaderick Street, Suite 2700
                  Nashville, Tennessee  37238-300 1
                  Telecopier No.:  (615) 742-2775
                  Attention:  F. Mitchell Walker, Jr., Esq.

                  If to the Trustee:

                  U.S. Bank National Association
                  60 Livingston Avenue
                  St. Paul, Minnesota 55107-2292
                  Telecopier No.:  (651) 495-8097
                  Attention:  Frank Leslie

                                       49
<PAGE>

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

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

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA ss. 3 13(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will not
affect its sufficiency with respect to other Holders.

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

         If the Company mails a notice or communication to Holders of a Series
of Securities, it will mail a copy to the Trustee and each Agent for such Series
of Securities at the same time.

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

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 3 12(c).

         Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

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

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

         Section 12.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 3 14(a)(4)) must comply with the provisions of TIA ss.
314(e) and must include:

                                       50
<PAGE>

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

               (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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

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

         In giving an Opinion of Counsel, counsel may rely as to factual matters
on an Officers' Certificate or certificates of public officials.

         Section 12.06 Rules by Trustee and Agents.

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

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

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

         Section 12.08 Governing Law.

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

         Section 12.09 No Adverse Interpretation of Other Agreements.

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

                                       51
<PAGE>

         Section 12.10 Successors.

         All agreements of the Company in this Indenture and the Securities will
bind its successors. All agreements of the Trustee in this Indenture will bind
its successors.

         Section 12.11 Severability.

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

         Section 12.12 Counterpart Originals.

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

         Section 12.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       52
<PAGE>


                                   SIGNATURES


Dated as of ___________ __, 2004

                              GAYLORD ENTERTAINMENT COMPANY


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

                              GUARANTORS:

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

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

                              OLH, G.P.

                              By: Gaylord Entertainment Company, a general
                                  partner


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



<PAGE>

                             OPRYLAND HOTEL-FLORIDA LIMITED PARTNERSHIP

                             By: Opryland Hospitality, LLC, its general partner


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


                             OPRYLAND HOTEL-TEXAS, LLC

                             By: Gaylord Hotels, LLC, its Sole Member


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

                             OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP

                             By: Opryland Hospitality, LLC, its general partner


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

                             ABBOTT & ANDREWS REALTY, LLC, a Florida limited
                             liability company

                             ABBOTT REALTY SERVICES, INC., a Florida corporation

                             ABBOTT RESORTS, LLC, a Florida limited liability
                             company

                             ACCOMMODATIONS CENTER, INC., a Colorado corporation

                             ADVANTAGE VACATION HOMES BY STYLES, LLC, a Florida
                             limited liability company

                             B&B ON THE BEACH, INC., a North Carolina
                             corporation

                             BASE MOUNTAIN PROPERTIES INC., a Delaware
                             corporation


<PAGE>

                             BLUEBILL PROPERTIES LLC, a Florida limited
                             liability company

                             BRINDLEY & BRINDLEY REALTY & DEVELOPMENT, INC., a
                             North Carolina corporation

                             COASTAL REAL ESTATE SALES, LLC, a Florida limited
                             liability company

                             COASTAL RESORTS MANAGEMENT, INC., a Delaware
                             corporation

                             COASTAL RESORTS REALTY LLC, a Delaware limited
                             liability company

                             COATS, REID & WALDRON, INC., a Delaware corporation

                             COLLECTION OF FINE PROPERTIES, INC., a Colorado
                             corporation

                             COLUMBINE MANAGEMENT COMPANY, a Colorado
                             corporation

                             COVE MANAGEMENT SERVICES, INC., a California
                             corporation

                             CRW PROPERTY MANAGEMENT, INC., a Delaware
                             corporation

                             EXCLUSIVE VACATION PROPERTIES, INC., a Delaware
                             corporation

                             FIRST RESORT SOFTWARE, INC., a Colorado corporation

                             HIGH COUNTRY RESORTS, INC., a Delaware corporation

                             HOUSTON AND O'LEARY COMPANY, a Colorado corporation

                             K-T-F ACQUISITION CO., a Delaware corporation

                             MAUI CONDOMINIUM AND HOME REALTY, INC., a Hawaii
                             corporation

                             MOUNTAIN VALLEY PROPERTIES, INC., a Delaware
                             corporation

                             PEAK SKI RENTALS, LLC, a Colorado limited liability
                             company

                             PLANTATION RESORT MANAGEMENT, INC., a Delaware
                             corporation


<PAGE>

                             PRISCILLA MURPHY REALTY, LLC, a Florida limited
                             liability company

                             R&R RESORT RENTAL PROPERTIES, INC., a North
                             Carolina corporation

                             REP HOLDINGS, LTD., a Hawaii corporation

                             RESORT PROPERTY MANAGEMENT, INC., a Utah
                             corporation

                             RESORTQUEST HILTON HEAD, INC., a Delaware
                             corporation

                             RESORTQUEST INTERNATIONAL, INC., a Delaware
                             corporation

                             RESORTQUEST SOUTHWEST FLORIDA, LLC, a Delaware
                             limited liability company

                             RESORT RENTAL VACATIONS, LLC, a Tennessee limited
                             liability company

                             RIDGEPINE, INC., a Delaware corporation

                             RYAN'S GOLDEN EAGLE MANAGEMENT INC., a Montana
                             corporation

                             SCOTTSDALE RESORT ACCOMMODATIONS, INC., a Delaware
                             corporation

                             STEAMBOAT PREMIER PROPERTIES, a Delaware
                             corporation

                             STYLES ESTATES, LLC, a Florida limited liability
                             company

                             TELLURIDE RESORT ACCOMMODATIONS, INC., a Colorado
                             corporation

                             TEN MILE HOLDINGS, LTD., a Colorado corporation

                             THE MANAGEMENT COMPANY, INC., a Georgia corporation

                             THE MAURY PEOPLE, INC., a Massachusetts corporation

                             THE TOPS'l GROUP, INC., a Florida corporation

                             TOPS'l CLUB OF NW FLORIDA, LLC, a Florida limited
                             liability company

<PAGE>

                             TRUPP-HODNETT ENTERPRISES, INC., a Georgia
                             corporation



                             By:
                                -----------------------------------------------
                             Name:  A. Key Foster
                             Title: Vice President and Treasurer

                             OFFICE AND STORAGE LLC, a Hawaii limited liability
                             company

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


                             RQI HOLDINGS, LTD., a Hawaii corporation


                             By:
                                -----------------------------------------------
                             Name:  James S. Olin
                             Title: Executive Vice President

                             TRUSTEE:

                             U.S. BANK NATIONAL ASSOCIATION


                             By:
                                 ----------------------------------------------
                             Name: Frank Leslie
                             Title:  Vice President