<PAGE>   1
                                                                 EXHIBIT 4.1


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

                            SILVERLEAF RESORTS, INC.

                     __% SENIOR SUBORDINATED NOTES DUE 2008


                                   INDENTURE

                            Dated as of ______, 1998




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

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                                    Trustee

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

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
<S>                                                                                                                      <C>
ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 1.02. Other Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 1.03. Incorporation by Reference of Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 1.04. Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE 2.  THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 2.01. Form and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 2.02. Execution and Authentication.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Section 2.03. Registrar and Paying Agent.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 2.04. Paying Agent to Hold Money in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 2.05. Holder Lists.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 2.06. Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 2.07. Replacement Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 2.08. Outstanding Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 2.09. Treasury Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         Section 2.10. Temporary Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         Section 2.11. Cancellation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         Section 2.12. Defaulted Interest.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

ARTICLE 3.  REDEMPTION AND PREPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 3.01. Notices to Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 3.02. Selection of Notes to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
         Section 3.03. Notice of Redemption.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 3.04. Effect of Notice of Redemption.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         Section 3.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 3.06. Notes Redeemed in Part.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 3.07. Optional Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 3.08. Mandatory Redemption.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Section 3.09. Offer to Purchase by Application of Excess Proceeds. . . . . . . . . . . . . . . . . . . . . . .  26

ARTICLE 4.  COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 4.01. Payment of Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 4.02. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 4.03. Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         Section 4.04. Compliance Certificate.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         Section 4.05. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 4.06. Stay, Extension and Usury Laws.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 4.07. Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
</TABLE>

<PAGE>   3
<TABLE>
<S>                                                                                                                      <C>
         Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. . . . . . . . . . . .  33
         Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.  . . . . . . . . . . . . . . . . . .  33
         Section 4.10. Asset Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         Section 4.11. Transactions with Affiliates.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         Section 4.12. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         Section 4.13. Business Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         Section 4.14. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         Section 4.15. Offer to Repurchase Upon Change of Control.  . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         Section 4.16. Sale and Leaseback Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 4.17. Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted
                              Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 4.18. Designation of a Subsidiary as an Unrestricted Subsidiary. . . . . . . . . . . . . . . . . . . .  40
         Section 4.19. Limitation on Status as Investment Company.  . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         Section 4.20. No Senior SUBORDINATED Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 4.21. No Amendment of Subordination Provisions.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 4.22. Payments for Consent.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

ARTICLE 5.  SUCCESSORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 5.01. Merger, Consolidation, or Sale of Assets.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         Section 5.02. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

ARTICLE 6.  DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         Section 6.02. Acceleration.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         Section 6.03. Other Remedies.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 6.04. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 6.05. Control by Majority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 6.06. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 6.07. Rights of Holders of Notes to Receive Payment. . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 6.08. Collection Suit by Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 6.09. Trustee May File Proofs of Claim.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         Section 6.10. Priorities.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         Section 6.11. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48

ARTICLE 7.  TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 7.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 7.02. Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 7.03. Individual Rights of Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 7.04. Trustee's Disclaimer.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 7.05. Notice of Defaults.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 7.06. Reports by Trustee to Holders of the Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 7.07. Compensation and Indemnity.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 7.08. Replacement of Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         Section 7.09. Successor Trustee by Merger, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
</TABLE>

<PAGE>   4
<TABLE>
<S>                                                                                                                      <C>
         Section 7.10. Eligibility; Disqualification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         Section 7.11. Preferential Collection of Claims Against Company. . . . . . . . . . . . . . . . . . . . . . . .  54

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.  . . . . . . . . . . . . . . . . . . .  54
         Section 8.02. Legal Defeasance and Discharge.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         Section 8.03. Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         Section 8.04. Conditions to Legal or Covenant Defeasance.  . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                              Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         Section 8.06. Repayment to Company.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         Section 8.07. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         Section 9.01. Without Consent of Holders of Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         Section 9.02. With Consent of Holders of Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         Section 9.03. Compliance with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 9.05. Revocation and Effect of Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 9.06. Notation on or Exchange of Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         Section 9.07. Trustee to Sign Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

ARTICLE 10.  SUBORDINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         Section 10.01. Agreement to Subordinate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         Section 10.02. Certain Definitions.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         Section 10.03. Liquidation; Dissolution; Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         Section 10.04. Default on Designated Senior Debt.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         Section 10.05. Acceleration of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         Section 10.06. When Distribution Must Be Paid Over.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         Section 10.07. Notice by Company.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         Section 10.08. Subrogation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         Section 10.09. Relative Rights.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         Section 10.10. Subordination May Not Be Impaired by Company. . . . . . . . . . . . . . . . . . . . . . . . . .  64
         Section 10.11. Distribution or Notice to Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         Section 10.12. Rights of Trustee and Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         Section 10.13. Authorization to Effect Subordination.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65

ARTICLE 11.  GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         Section 11.01. Unconditional Guarantee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         Section 11.02. Subordination of Note Guarantee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         Section 11.03. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         Section 11.04. Release of a Guarantor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         Section 11.05. Limitation of Guarantor's Liability.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         Section 11.06. Guarantors May Consolidate, etc., on Certain Terms. . . . . . . . . . . . . . . . . . . . . . .  67
         Section 11.07. Waiver of Subrogation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         Section 11.08. Execution of Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
</TABLE>
<PAGE>   5
<TABLE>
<S>                                                                                                                      <C>
         Section 11.09. Additional Subsidiary Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

ARTICLE 12.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         Section 12.01. Trust Indenture Act Controls. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         Section 12.02. Notices.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         Section 12.03. Communication by Holders of Notes with Other Holders of Notes.  . . . . . . . . . . . . . . . .  71
         Section 12.04. Certificate and Opinion as to Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . .  71
         Section 12.05. Statements Required in Certificate or Opinion.  . . . . . . . . . . . . . . . . . . . . . . . .  71
         Section 12.06. Rules by Trustee and Agents.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. . . . . . . . . . . .  72
         Section 12.08. Governing Law.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.09. No Adverse Interpretation of Other Agreements.  . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.10. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.11. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.12. Counterpart Originals.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         Section 12.13. Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73

</TABLE>

                                    EXHIBITS

Exhibit A        FORM OF NOTE

Exhibit A-1      FORM OF SUBSIDIARY GUARANTEE

Exhibit B        FORM OF SUPPLEMENTAL INDENTURE





<PAGE>   6
                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                                 Indenture Section
<S>  <C>                                                              <C>
310  (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.10
     (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.10
     (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.10
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.10
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
311  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.11
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.11
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
312  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2.05
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.03
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.03
313  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.06
     (b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .          10.03
     (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.07
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7.06;12.02
     (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.06
314  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4.03;12.02
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          10.02
     (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.04
     (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.04
     (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.05
     (f)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
315  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.01
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7.05;12.02
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.01
     (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.01
     (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.11
316  (a)(last sentence) . . . . . . . . . . . . . . . . . . . . .           2.09
     (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . .           6.05
     (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . .           6.04
     (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.07
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2.12
317  (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.08
     (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .           6.09
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2.04
</TABLE>





<PAGE>   7
<TABLE>
<S>                                                                        <C>
318  (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.01
     (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           N.A.
     (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12.01
N.A. means not applicable.
</TABLE>

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


<PAGE>   8


     INDENTURE dated as of _________, 1998 among Silverleaf Resorts, Inc., a
Texas corporation (the "Company"), Silverleaf Hotels, Inc., a Texas
corporation, Silverleaf Travel, Inc., a Texas corporation, Bull's Eye
Marketing, Inc., a California corporation, Silverleaf Berkshires, Inc., a Texas
corporation, Silverleaf Resort Acquisitions, Inc., a Texas corporation,
Database Research, Inc., a Texas corporation, Villages Land, Inc., a Texas
corporation, Bull's Eye Marketing, Inc., a Delaware corporation, and
Condominium Builders, Inc., a Texas corporation (each a "Guarantor" and
collectively, the "Guarantors"), and Norwest Bank Minnesota, National
Association, as trustee (the "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 of
the __% Senior Subordinated Notes due 2008 (the "Notes"):

                                   ARTICLE 1.

                         DEFINITIONS AND INCORPORATION

                                  BY REFERENCE

SECTION 1.01.       DEFINITIONS.

         "Acquired Debt" means, with respect to any specified Person,  (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "Additional Notes" means up to $200.0 million in aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with paragraph 4 of the Notes.

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

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

         "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than in the ordinary course of business consistent
with past practices (provided that the sale, lease, conveyance or
<PAGE>   9
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by the provisions
of Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not by
the provisions of Section 4.10 hereof), and (ii) the issue or sale by the
Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company's Restricted Subsidiaries, in the case of either clause (i) or (ii),
whether in a single transaction or a series of related transactions (a) that
have a fair market value in excess of $1.0 million or (b) for net proceeds in
excess of $1.0 million.  Notwithstanding the foregoing:  (i) a transfer of
assets by the Company to a Wholly Owned Restricted Subsidiary that is a
Guarantor or by a Restricted Subsidiary to the Company or to another Wholly
Owned Restricted Subsidiary that is a Guarantor, (ii) an issuance of Equity
Interests by a Wholly Owned Restricted Subsidiary to the Company or to another
Wholly Owned Restricted Subsidiary that is a Guarantor, (iii) a Restricted
Payment that is permitted by Section 4.07 hereof and (iv) sales, leases or
contracts for deed in the ordinary course of business of Vacation Intervals or
Mortgages Receivable, will not be deemed to be Asset Sales.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP)
of the obligation of the lessee for net rental payments during the remaining
term of the lease included in such sale and leaseback transaction (including
any period for which such lease has been extended or may, at the option of the
lessor, be extended).

         "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 authorized committee of the Board of Directors.

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

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

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) 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 (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the full faith and credit
of the United States government or any agency or instrumentality thereof having
maturities of not more than six months from the date of acquisition, (iii)
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





                                       2
<PAGE>   10
months and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of "B" or better, (iv) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution
meeting the qualifications specified in clause (iii) above and (v) commercial
paper having the highest rating obtainable from Moody's Investors Service, Inc.
or Standard & Poor's Corporation and in each case maturing within six months
after the date of acquisition.

         "Change of Control" means the occurrence of any of the following:  (i)
the sale, lease, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act), (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company, (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principal and his Related Parties, becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares), (iv) the
Company consolidates with, or merges with or into, any Person, or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company is
converted into or exchanged for cash, securities or other property, other than
any such transaction where the Voting Stock of the Company outstanding
immediately prior to such transaction is converted into or exchanged for Voting
Stock of the surviving or transferee Person constituting a majority of the
outstanding shares of such Voting Stock of such surviving or transferee Person
(immediately after giving effect to such issuance), or (v) the first day on
which a majority of the members of the Board of Directors of the Company are
not Continuing Directors.

         "Club" means the owners' associations for any of the Company's resorts
or developments, or of nearby residential or condominium tracts developed by
the Company or its predecessors, and the Master Club.

         "Company" means Silverleaf Resorts, Inc., a Texas corporation, and any
and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was included in computing such
Consolidated Net Income,





                                       3
<PAGE>   11
plus (iii) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers' acceptance financings, and net
payments (if any) pursuant to Hedging Obligations), to the extent that any such
expense was deducted in computing such Consolidated Net Income, plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash expenses (excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Restricted Subsidiaries for
such period to the extent that such depreciation, amortization and other non-
cash expenses were deducted in computing such Consolidated Net Income, minus
(v) non-cash items increasing such Consolidated Net Income for such period
(excluding any such non-cash items to the extent they represent a reversal of
amounts that were accrued in prior periods and were then excluded from
Consolidated Cash Flow as a result of the second parenthetical in clause (iv)),
plus, (vi) non-cash items increasing Consolidated Net Income for a prior period
which were excluded from Consolidated Cash Flow in such period due to the
application of clause (v), to the extent such non-cash item is collected in
cash in a subsequent period, in each case, on a consolidated basis and
determined in accordance with GAAP.  The recognition of revenue on the accrual
basis in accordance with GAAP upon the sale, lease, or sale by contract for
deed of Vacation Intervals shall not be deemed a non-cash item increasing
Consolidated Net Income.  Notwithstanding the foregoing, the provision for
taxes on the income or profits of, and the depreciation and amortization and
other non-cash charges of, a Restricted Subsidiary of the referent Person shall
be added to Consolidated Net Income to compute Consolidated Cash Flow only to
the extent (and in the same proportion) that the Net Income of such Person was
included in calculating Consolidated Net Income.

         "Consolidated Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Consolidated Interest Expense of
such Person and its Restricted Subsidiaries for such period.  In the event that
the Company or any of its Restricted Subsidiaries incurs, assumes, issues
Guarantees, repays, redeems, retires, repurchases or defeases any Indebtedness
or Disqualified Stock (other than revolving credit borrowings) subsequent to
the commencement of the period for which the Consolidated Coverage Ratio is
being calculated but prior to the date on which the event for which the
calculation of the Consolidated Coverage Ratio is made (the "Calculation
Date"), then the Consolidated Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, issuance, Guarantee, repayment,
redemption, retirement, repurchase, or defeasance of Indebtedness or
Disqualified Stock (and in the case of incurrence or issuance, the pro forma
application of the net proceeds thereof) as if the same had occurred at the
beginning of the applicable four-quarter reference period.  In addition, for
purposes of making the computation referred to above, (i) acquisitions that
have been made by the Company or any of its Restricted Subsidiaries, including
through mergers or consolidations and including any





                                       4
<PAGE>   12
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date
shall be deemed to have occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period shall be calculated
without giving effect to clause (iii) of the proviso set forth in the
definition of Consolidated Net Income, and (ii) the Consolidated Cash Flow
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall
be excluded, and (iii) the Consolidated Interest Expense attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Consolidated
Interest Expense will not be obligations of the referent Person or any of its
Restricted Subsidiaries following the Calculation Date.  For purposes of this
definition, whenever pro forma effect is given to an acquisition of assets, the
amount of income or earnings relating thereto and the amount of Consolidated
Interest Expense associated with any Indebtedness incurred in connection
therewith shall be determined in good faith by a responsible financial or
accounting officer of the Company.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), (ii) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period, (iii)
any interest expense on Indebtedness of another Person that is Guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on
assets of such Person or one of its Restricted Subsidiaries (whether or not
such Guarantee or Lien is called upon), and (iv) the product of (a) all
dividend payments, whether or not in cash, on any series of Disqualified Stock
of such Person or any of its Restricted Subsidiaries, other than dividend
payments on Equity Interests payable solely in Equity Interests of the Company,
times (b) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local statutory
tax rate of such Person, expressed as a decimal, in each case on a consolidated
basis and in accordance with GAAP.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash by the referent Person to the Company or a Wholly
Owned Restricted Subsidiary thereof, (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its





                                       5
<PAGE>   13
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary or its stockholders,
(iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded, and (iv) the cumulative effect of a change in accounting principles
shall be excluded.

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

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

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

         "Credit Facilities" means those certain credit facilities at the date
hereof between the Company and certain lenders providing for revolving credit
on the security of Mortgages Receivable in an aggregate amount up to $115.0
million, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each as
amended, modified, restated, renewed, increased, supplemented, refunded,
replaced or refinanced from time to time, whether with the same or different
lenders and in the same or different amounts.

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

         "Definitive Notes" means certificated Notes registered in the name of
the Holder thereof and issued in the form of Exhibit A hereto except that such
Note shall not bear the Global Note





                                       6
<PAGE>   14
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

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

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Credit Facilities and (ii) any other Senior Debt permitted under this
Indenture, in either case in which the principal amount of which is $25 million
or more and that has been designated by the Company as "Designated Senior
Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the Holder thereof, in whole or in part, on or prior to the
date that is 360 days after the date on which the Notes mature.

         "Domestic Restricted Subsidiary" means a Restricted Subsidiary that is
not formed, incorporated or organized in a jurisdiction outside the United
States.

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

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

         "Existing Indebtedness" means up to $10.0 million in aggregate
principal amount of Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under the Credit Facilities) in existence on the date
hereof, until such amounts are repaid.

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

         "Global Note" means a Note in the form of Exhibit A with the "Schedule
of Exchanges of Interests in the Global Note" attached thereto.

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





                                       7
<PAGE>   15
         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

         "Guarantors" means each of (i) Silverleaf Hotels, Inc., a Texas
corporation, Silverleaf Travel, Inc., a Texas corporation, Silverleaf
Berkshires, Inc., a Texas corporation, Bull's Eye Marketing, Inc., a California
corporation, Condominium Builders, Inc., a Texas corporation, Silverleaf Resort
Acquisitions, Inc., a Texas corporation, Database Research, Inc., a Texas
corporation, and Villages Land, Inc., a Texas corporation and Bull's Eye
Marketing, Inc., a Delaware corporation and (ii) any other Subsidiary that
executes a Subsidiary Guarantee in accordance with the provisions of this
Indenture, and their respective successors and assigns.

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

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

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether
or not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person.  The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof, in the case of any Indebtedness that does
not require current payments of interest, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

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

         "Initial Notes" means $75.0 million in aggregate principal amount of
Notes issued under this Indenture on the date hereof.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other





                                       8
<PAGE>   16
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP, in each case
excluding (i) Mortgages Receivable and (ii) receivables from "Sampler"
contracts or lot or condominium sales.  If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof.

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

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

         "Make-Whole Amount" means, with respect to any Note, an amount equal
to the excess, if any, of (a) the present value of the remaining principal,
premium, interest payments that would be payable with respect to such Note if
such Note were redeemed on _______, 2003, computed using a discount rate equal
to the Treasury Rate plus 75 basis points, over (b) the outstanding principal
amount of such Note.

         "Make-Whole Average Life" means, with respect to any date of
acceleration of Notes, the number of years (calculated to the nearest one-
twelfth) from such date to ____________, 2003.

         "Make-Whole Price" means, with respect to any Note, the greater of (a)
the sum of the principal amount of and Make-Whole Amount with respect to such
Note, and (b) the redemption price of such Note on __________________, 2003.

         "Mortgages Receivable" means the gross principal amount of notes
receivable of the Company and its Restricted Subsidiaries secured by Liens on
Vacation Intervals (including notes receivable secured by Vacation Intervals or
other comparable timeshare interests acquired by the Company and its Restricted
Subsidiaries), determined in accordance with GAAP.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain or loss,
together with any related provision for taxes on (or tax benefit from) such
gain or loss, realized in connection with (a) any Asset Sale





                                       9
<PAGE>   17
(including, without limitation, dispositions pursuant to sale and leaseback
transactions) or (b) the disposition of any securities by such Person or any of
its Restricted Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries and (ii) any extraordinary or
nonrecurring gain or loss, together with any related provision for taxes on (or
tax benefit from) such extraordinary or nonrecurring gain or loss.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness (other than the Credit Facilities or other
revolving Indebtedness if there is no corresponding permanent reduction in
commitments with respect thereto) secured by a Lien on the asset or assets that
were the subject of such Asset Sale and any reserve for adjustment in respect
of the sale price of such asset or assets established in accordance with GAAP.

         "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets
of the Company or any of its Restricted Subsidiaries.

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

          "Notes" means the ____% Senior Subordinated Notes due 2008.

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

         "Offering" means the offering and sale of the Notes by the Company
pursuant to a prospectus dated as of _________, 1998, contained in the
Registration Statement.

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





                                       10
<PAGE>   18
         "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.

         "Permitted Investments" means (a) any Investment in the Company or in
a Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents;
(c) any Investment by the Company or any Restricted Subsidiary of the Company
in a Person, if as a result of such Investment (i) such Person becomes a Wholly
Owned Restricted Subsidiary of the Company and a Guarantor that is engaged in
the same business as the Company and its Restricted Subsidiaries were engaged
in on the date hereof or a Related Business, or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Wholly Owned
Restricted Subsidiary of the Company that is a Guarantor and that is engaged in
the same line of business as the Company and its Restricted Subsidiaries were
engaged in on the date hereof or a Related Business; (d) any Restricted
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof; (e) any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company; (f) payroll,
travel, and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business; (g) loans or advances to
employees made in the ordinary course of business consistent with past
practices in an aggregate amount outstanding at any one time not to exceed
$500,000; (h) stock, obligations, or securities received in settlement of debts
created in the ordinary course of business and owing to the Company or a
Restricted Subsidiary; (i) any Investment acquired by the Company or any of its
Restricted Subsidiaries (1) in exchange for any other Investment or receivable
held by the Company of any such Restricted Subsidiary in connection with or as
a result of any bankruptcy, workout, reorganization or recapitalization of the
issuer of such other Investment or receivable or (2) as a result of a
foreclosure (or deed in lieu of) by the Company or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title
with respect to any secured Investment in default; (i) Hedging Obligations
permitted under Section 4.09 hereof; (j) all Investments existing on the date
hereof; (k) Investments by the Company or a Restricted Subsidiary in a Club in
an aggregate amount outstanding at any one time not to exceed $2.0 million; and
(l) other Investments in any Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect
to subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (l) that are at the time outstanding, not to
exceed $5.0 million.

         "Permitted Liens" means (i) Liens existing on the date hereof to the
extent and in the manner such Liens are in effect on such date; (ii) Liens
securing Senior Debt and Liens on assets securing Guarantees of Senior Debt, in
each case permitted to be incurred pursuant to this





                                       11
<PAGE>   19
Indenture, (iii) Liens (if any) securing the Notes and the Subsidiary
Guarantees; (iv) Liens securing Permitted Refinancing Indebtedness which is
incurred to refinance any Indebtedness which has been secured by a Lien
permitted under this Indenture and which has been incurred in accordance with
the provisions of this Indenture, provided, however, that such Liens are not
materially less favorable to the Holders and are not materially more favorable
to the Lien Holder with respect to such Liens than the Liens in respect of the
Indebtedness being refinanced; (v) Liens in favor of the Company or any Wholly
Owned Restricted Subsidiary; (vi) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated
with the Company; (vii) Liens on property existing at the time of acquisition
thereof by the Company or any Restricted Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such
acquisition; (viii) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business; (ix) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (x)
Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of
Unrestricted Subsidiaries; and (xi) Liens incurred in the ordinary course of
business of the Company or any Restricted Subsidiary of the Company with
respect to obligations that do not exceed $1.0 million at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Restricted Subsidiary.

         "Permitted Refinancing Indebtedness" means any Indebtedness or
Disqualified Stock of the Company or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of the Company or any of
its Restricted Subsidiaries; provided that:  (i) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date the same as or later than the final maturity date of, and
has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated
in right of payment to the Notes or the Subsidiary Guarantees, as applicable,
such Permitted Refinancing Indebtedness has a final maturity date later than
the final maturity date of, and is subordinated in right of payment to, the
Notes and the Subsidiary Guarantees, as applicable, on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,





                                       12
<PAGE>   20
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

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

         "Principal" means Robert E. Mead.

         "Registration Statement" means the Registration Statement No. ______
on Form S-1 relating to the Notes initially filed with the Commission on
_________, 1998 and all exhibits, schedules and amendments thereto.

         "Related Business" means, at any time, any business related, ancillary
or complementary (as determined in good faith by the Board of Directors) to the
business conducted by the Company and its Restricted Subsidiaries on the date
hereof.

         "Related Party" with respect to the Principal means (A) the spouse or
any immediate family member of the Principal or (B) a trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of which
consist of the Principal and/or such other Persons referred to in the
immediately preceding clause (A).

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means (i) all Indebtedness outstanding under Credit
Facilities, (ii) any other Indebtedness permitted to be incurred by the Company
or a Restricted Subsidiary under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or
Subsidiary Guarantees, as applicable, and (iii) all Obligations with respect to
the foregoing.





                                       13
<PAGE>   21
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (w) any liability for federal, state, local or other taxes owed or
owing by the Company, (x) any Indebtedness of the Company or any Guarantor to
the Company or any of their respective Subsidiaries or other Affiliates, (y)
any trade payables or (z) any Indebtedness that is incurred in violation of
this Indenture.

         "Significant Restricted Subsidiary" of a Person means any Significant
Subsidiary that is a Restricted Subsidiary.

         "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 Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

         "Subsidiary Guarantees" means, individually and collectively, the
Guarantees given by the Guarantors pursuant to Article 11 hereof, including a
notation in the Notes substantially in the form attached hereto as Exhibit A-1.

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

         "Treasury Rate" means, at any time of computation, the yield to
maturity at such time (as compiled by and published in the most recent Federal
Reserve Statistical Release H.15(519), which has become publicly available at
least two business days prior to the date of acceleration of the Notes, or if
such Statistical Release is no longer published, any publicly available source
of similar market data) of United States Treasury securities with a constant
maturity most nearly equal to the Make-Whole Average Life; provided, however,
that if the Make-Whole Average Life is not equal to the constant maturity of
the United States Treasury security for which a weekly average yield is given,
the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the Make-
Whole Average Life





                                       14
<PAGE>   22
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

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

         "Unrestricted Subsidiary" means any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary:  (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company; (c) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (x) to subscribe for additional Equity Interests or (y)
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; (d) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and (e) has
at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

         "Vacation Interval" means an interest entitling the holder to use, for
a limited period on an annual or other recurrent basis, a lodging unit,
together with associated privileges and rights, at a Company resort, including,
without limitation, a fee interest, a leasehold, a vendee's interest under a
contract of deed, or other interest based on a floating period or points based
system.

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

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

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





                                       15
<PAGE>   23
SECTION 1.02.       OTHER DEFINITIONS.


<TABLE>
<CAPTION>
                                                                      Defined in
        Term                                                           Section
<S>                                                                     <C>
"Affiliate Transaction" . . . . . . . . . . . . . . . . .               4.11
"Asset Sale Offer"  . . . . . . . . . . . . . . . . . . .               3.09
"Authentication Order"  . . . . . . . . . . . . . . . . .               2.02
"Change of Control Offer" . . . . . . . . . . . . . . . .               4.15
"Change of Control Payment" . . . . . . . . . . . . . . .               4.15
"Change of Control Payment Date"  . . . . . . . . . . . .               4.15
"Covenant Defeasance" . . . . . . . . . . . . . . . . . .               8.03
"Event of Default"  . . . . . . . . . . . . . . . . . . .               6.01
"Excess Proceeds" . . . . . . . . . . . . . . . . . . . .               4.10
"incur" . . . . . . . . . . . . . . . . . . . . . . . . .               4.09
"Legal Defeasance"  . . . . . . . . . . . . . . . . . . .               8.02
"Offer Amount"  . . . . . . . . . . . . . . . . . . . . .               3.09
"Offer Period"  . . . . . . . . . . . . . . . . . . . . .               3.09
"Paying Agent"  . . . . . . . . . . . . . . . . . . . . .               2.03
"Permitted Debt"  . . . . . . . . . . . . . . . . . . . .               4.09
"Purchase Date" . . . . . . . . . . . . . . . . . . . . .               3.09
"Registrar" . . . . . . . . . . . . . . . . . . . . . . .               2.03
"Restricted Payments" . . . . . . . . . . . . . . . . . .               4.07
</TABLE>

SECTION 1.03.       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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



                                       16
<PAGE>   24
         "indenture securities" means the Notes and the Subsidiary Guarantees;

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04.       RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

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

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

         (3)     "or" is not exclusive;

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

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

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

                                   ARTICLE 2.

                                   THE NOTES

SECTION 2.01.       FORM AND DATING.

                 (a)      General.  The Notes and the Trustee's certificate of
         authentication in respect thereof shall be substantially in the form
         of Exhibit A hereto, the terms of which are incorporated in and made
         part of this Indenture.  The Subsidiary Guarantees shall be
         substantially in the form of Exhibit A-1, the terms of which are
         incorporated in and made part of this Indenture.  The Notes may have
         notations, legends or endorsements required





                                       17
<PAGE>   25
         by law, stock exchange rule or usage.  Each Note shall be dated the
         date of its authentication.  The Notes shall be in denominations of
         $1,000 and integral multiples thereof.

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

                 (b)      Global Notes.  Notes offered and sold in connection
         with the Offering shall be issued initially in the form of one or more
         Global Notes in definitive, fully registered form without interest
         coupons, which shall be deposited on behalf of the purchasers of the
         Notes represented thereby with the Trustee, at the Corporate Trust
         Office of the Trustee, as custodian for the Depositary (or with such
         other custodian as the Depositary may direct), and registered in the
         name of Cede & Co., as nominee of the Depositary, duly executed by the
         Company and authenticated and delivered by the Trustee as hereinafter
         provided.  Each Global Note shall represent such of the outstanding
         Notes as shall be specified therein and each shall provide that it
         shall represent the  aggregate principal amount of the outstanding
         Notes from time to time endorsed thereon and that the aggregate
         principal amount of outstanding Notes represented thereby may from
         time to time be reduced or increased, as appropriate, to reflect
         exchanges and redemptions.  Any endorsement of a Global Note to
         reflect the amount of any increase or decrease in the aggregate amount
         of outstanding Notes represented thereby shall be made by the Trustee
         or the Note Custodian, at the direction of the Trustee, in accordance
         with instructions given by the Holder thereof as required by this
         Section 2.06.

                 (c)      Certificated Securities.  Except as provided  in
         Section 2.06(a), owners of beneficial interests in Global Notes will
         not be entitled to receive physical delivery of Notes in certificated
         form.

SECTION 2.02.       EXECUTION AND AUTHENTICATION.

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

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

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal





                                       18
<PAGE>   26
amount stated in paragraph 4 of the Notes.  The aggregate principal amount of
Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof.

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

SECTION 2.03.       REGISTRAR AND PAYING AGENT.

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

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

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

SECTION 2.04.       PAYING AGENT TO HOLD MONEY IN TRUST.

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





                                       19
<PAGE>   27
SECTION 2.05.       HOLDER LISTS.

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

SECTION 2.06.       TRANSFER AND EXCHANGE.

                 (a)      Transfer and Exchange of Global Notes. A Global Note
         may not be transferred as a whole except by the Depositary to a
         nominee of the Depositary, by a nominee of the Depositary to the
         Depositary or to another nominee of the Depositary, or by the
         Depositary or any such nominee to a successor Depositary or a nominee
         of such successor Depositary.  Global Notes may be exchanged for
         Definitive Notes if (i) the Depositary (x) notifies the Company that
         it is unwilling or unable to continue as depositary for the Global
         Notes and the Company thereupon fails to appoint a successor
         depositary within 90 days or (y) has ceased to be a clearing agency
         registered under the Exchange Act, (ii) the Company, in its sole
         discretion, determines that the Global Notes (in whole but not in
         part) should be exchanged for Definitive Notes and delivers a written
         notice to such effect to the Trustee or (iii) there shall have
         occurred and be continuing a Default or an Event of Default with
         respect to the Notes.  Upon the occurrence of either of the preceding
         events in (i), (ii) or (iii) above, Definitive Notes shall be issued
         in such names and issued in any approved denominations as the
         Depositary shall instruct the Trustee.  Global Notes also may be
         exchanged or replaced, in whole or in part, as provided in Sections
         2.07 and 2.10 hereof.  A Global Note may not be exchanged for another
         Note except as provided in this Section 2.06(a), however, beneficial
         interests in a Global Note may be transferred and exchanged as
         provided in Section 2.06(b),(c) or (f) hereof.

                 (b)      Transfer and Exchange of Beneficial Interests in the
         Global Notes. The transfer and exchange of beneficial interests in the
         Global Notes shall be effected through the Depositary, in accordance
         with the provisions of this Indenture and the applicable procedures of
         the Depositary. Transfers of beneficial interests in any Global Note
         may be transferred to Persons who take delivery thereof in the form of
         a beneficial interest in a Global Note.  No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b).

                 (c)      Transfer and Exchange of Definitive Notes. When Notes
         in definitive form are presented to the Registrar with a request to
         register the transfer or to exchange them for an equal principal
         amount of Notes of other denominations, the Registrar shall register
         the transfer or make the exchange if its requirements for such
         transactions are met;





                                       20
<PAGE>   28
         provided, however, that any Note presented or surrendered for
         registration of transfer or exchange shall be duly endorsed or
         accompanied by a written instruction of transfer in form satisfactory
         to the Registrar and the Trustee duly executed by the Holder thereof
         or by his attorney duly authorized in writing.  To permit
         registrations of transfer and exchanges, the Company shall issue and
         the Trustee shall authenticate Notes at the Registrar's request,
         subject to such rules as the Trustee may reasonably require.

                 (d)      Beneficial Interests in Global Notes to Definitive
         Notes.  If any holder of a beneficial interest in a Global Note
         proposes to exchange such beneficial interest for a Definitive Note or
         to transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Definitive Note, then, upon satisfaction of
         the conditions set forth in Section 2.06(a) hereof, the Trustee shall
         cause the aggregate principal amount of the applicable Global Note to
         be reduced accordingly pursuant to Section 2.01(b) hereof, and the
         Company shall execute and the Trustee shall authenticate and deliver
         to the Person designated in the instructions a Definitive Note in the
         appropriate principal amount.

         Notwithstanding the foregoing, the Company shall not be required (i)
to issue, register the transfer of or exchange Notes during a period beginning
at the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business on the
day of selection, or (ii) to register the transfer or exchange of any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

SECTION 2.07.       REPLACEMENT NOTES

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

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

SECTION 2.08.       OUTSTANDING NOTES.

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





                                       21
<PAGE>   29
Note; however, Notes held by the Company or a Subsidiary of the Company shall
not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

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

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

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

SECTION 2.09.       TREASURY NOTES.

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

SECTION 2.10.       TEMPORARY NOTES

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

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

SECTION 2.11.       CANCELLATION.

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





                                       22
<PAGE>   30
SECTION 2.12.       DEFAULTED INTEREST.

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

                                   ARTICLE 3.

                           REDEMPTION AND PREPAYMENT

SECTION 3.01.       NOTICES TO TRUSTEE.

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

SECTION 3.02.       SELECTION OF NOTES TO BE REDEEMED.

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

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed.  Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000.





                                       23
<PAGE>   31
SECTION 3.03.       NOTICE OF REDEMPTION.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

                 (a)      the redemption date;

                 (b)      the redemption price;

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

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

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

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

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

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

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

SECTION 3.04.       EFFECT OF NOTICE OF REDEMPTION.

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





                                       24
<PAGE>   32
SECTION 3.05.       DEPOSIT OF REDEMPTION PRICE.

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

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

SECTION 3.06.       NOTES REDEEMED IN PART.

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

SECTION 3.07.       OPTIONAL REDEMPTION.

                 (a)      Except as set forth in clause (b) of this Section
         3.07, the Company shall not have the option to redeem the Notes
         pursuant to this Section 3.07 prior to ________ __, 2003.  Thereafter,
         the Company shall have the option to redeem the Notes, in whole or in
         part, upon not less than 30 nor more than 60 days' notice at the
         redemption prices (expressed as percentages of principal amount) set
         forth below plus accrued and unpaid interest thereon, if any, to the
         applicable redemption date, if redeemed during the twelve-month period
         beginning on _______ of the years indicated below:

<TABLE>
<CAPTION>
         YEAR                                                                 PERCENTAGE
         ----                                                                 ----------
         <S>                                                              <C>
         2003  . . . . . . . . . . . . . . . . . . . . . . . . . .             _______%
         2004  . . . . . . . . . . . . . . . . . . . . . . . . . .             _______%
         2005  . . . . . . . . . . . . . . . . . . . . . . . . . .             _______%
         2006 and thereafter . . . . . . . . . . . . . . . . . . .              100.00%
</TABLE>


                 (b)      Notwithstanding the provisions of clause (a) of this
         Section 3.07, at any time prior to ____________________,  2001, the
         Company may redeem up to 33 1/3% of the aggregate principal amount of
         the Notes with the net cash proceeds of one or more





                                       25
<PAGE>   33
         public offerings of its common stock at a redemption price equal to
         __% of the principal amount thereof, plus accrued and unpaid interest
         thereon, if any, to the redemption date; provided that at least 66
         2/3% of the initially outstanding aggregate principal amount of Notes
         remains outstanding immediately after the occurrence of such
         redemption and provided, further that such redemption shall occur
         within 60 days of the date of the closing of such offering.

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

SECTION 3.08.       MANDATORY REDEMPTION.

         Except as set forth under Sections 4.10 and 4.15 hereof, the Company
shall not be required to make mandatory redemption payments with respect to the
Notes.

SECTION 3.09.       OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period").  No later
than five Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount")
or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Asset Sale Offer.  Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

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

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

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

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





                                       26
<PAGE>   34
                 (c)      that any Note not tendered or accepted for payment
         shall continue to accrete or accrue interest;

                 (d)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Asset Sale
         Offer shall cease to accrete or accrue interest after the Purchase
         Date;

                 (e)      that Holders electing to have a Note purchased
         pursuant to an Asset Sale Offer may only elect to have all of such
         Note purchased and may not elect to have only a portion of such Note
         purchased;

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

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

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

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

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





                                       27
<PAGE>   35
Company to the Holder thereof.  The Company shall publicly announce the results
of the Asset Sale Offer on the Purchase Date.

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

                                   ARTICLE 4.

                                   COVENANTS

SECTION 4.01.       PAYMENT OF NOTES.

         The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
the Notes.  Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
it shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

SECTION 4.02.       MAINTENANCE OF OFFICE OR AGENCY.

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

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





                                       28
<PAGE>   36
         The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

SECTION 4.03.       REPORTS.

         Whether or not required by the rules and regulations of the Securities
and Exchange Commission (the "Commission"), so long as any Notes are
outstanding, the Company and the Guarantors shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company and/or any Guarantor were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company), and,
with respect to the annual information only, a report thereon by the Company's
independent certified public accountants, and (ii) all current reports that
would be required to be filed with the Commission on Form 8-K if the Company
were required to file such reports, in each case, within the time periods
specified in the SEC's rules and regulations.  In addition,  whether or not
required by the rules and regulations of the SEC, the Company shall file a copy
of all such information with the Commission for public availability within the
time periods specified in the SEC's rules and regulations.  The Company and the
Guarantors shall at all times comply with TIA Section  314(a).

SECTION 4.04.       COMPLIANCE CERTIFICATE.

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





                                       29
<PAGE>   37
                 (b)      So long as not contrary to the then current
         recommendations of the American Institute of Certified Public
         Accountants, the year-end financial statements delivered pursuant to
         Section 4.03(a) above shall be accompanied by a written statement of
         the Company's independent public accountants (who shall be a firm of
         established national reputation) that in making the examination
         necessary for certification of such financial statements, nothing has
         come to their attention that would lead them to believe that the
         Company has violated any provisions of Article 4 or Article 5 hereof
         or, if any such violation has occurred, specifying the nature and
         period of existence thereof, it being understood that such accountants
         shall not be liable directly or indirectly to any Person for any
         failure to obtain knowledge of any such violation.

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

SECTION 4.05.       TAXES.

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

SECTION 4.06.       STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.       RESTRICTED PAYMENTS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or
make any other payment or distribution on account of the Company's or any of
its Restricted Subsidiaries' Equity Interests (including, without limitation,
any payment in connection with any merger or consolidation involving the
Company) or to the direct or indirect holders of the Company's or any of its
Restricted Subsidiaries' Equity Interests in their capacity as such (other than
dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company and dividends and distributions payable solely to the
Company or to a Guarantor); (ii) purchase, redeem or otherwise acquire or
retire for value (including without limitation, in connection with any merger





                                       30
<PAGE>   38
or consolidation involving the Company) any Equity Interests of the Company or
any direct or indirect parent of the Company; (iii) make any payment on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinate to the Notes or the Subsidiary
Guarantees, except a payment of interest or principal at Stated Maturity; or
(iv) make any Restricted Investment (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:

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

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

                 (c)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date hereof (excluding Restricted
         Payments permitted by clause (ii) of the next succeeding paragraph),
         is less than the sum of (i) 50% of the Consolidated Net Income of the
         Company for the period (taken as one accounting period) from the
         beginning of the first fiscal quarter commencing after the date hereof
         to the end of the Company's most recently ended fiscal quarter for
         which internal financial statements are available at the time of such
         Restricted Payment (or, if such Consolidated Net Income for such
         period is a deficit, less 100% of such deficit), plus (ii) 100% of the
         aggregate net cash proceeds received by the Company from the issue or
         sale since the date of this Indenture of Equity Interests of the
         Company (other than Disqualified Stock) or of Disqualified Stock or
         debt securities of the Company that have been converted into or
         exchanged for such Equity Interests (other than Equity Interests (or
         Disqualified Stock or convertible debt securities) sold to a
         Restricted Subsidiary of the Company and other than Disqualified Stock
         or convertible debt securities that have been converted into or
         exchanged for Disqualified Stock), plus (iii) to the extent that any
         Unrestricted Subsidiary is redesignated as a Restricted Subsidiary
         after the date hereof, the fair market value of the Company's
         Investment in such Subsidiary as of the date of such redesignation;
         provided, however, that the foregoing amount shall not exceed the
         amount of Investments made (and treated as a Restricted Investment) by
         the Company or any Restricted Subsidiary in such Unrestricted
         Subsidiary, plus (iv) an amount equal to the net reduction in
         Investments (other than Permitted Investments) made by the Company or
         any Restricted Subsidiaries in any Person resulting from dividends or
         distributions on, or repurchases or redemptions of, such Investments
         by such Person, net cash proceeds realized upon the sale of such
         Investment to an unaffiliated purchaser, reductions in obligations of
         such Person guaranteed by, and repayments of loans or advances or
         other transfers of assets by such Person to, the Company or a
         Restricted Subsidiary, provided, however, that no amount





                                       31
<PAGE>   39
         shall be included under this clause (iv) to the extent it is already
         included in Consolidated Net Income.

         The foregoing provisions will not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of,
other Equity Interests of the Company (other than any Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for
any such redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (c) (ii) of the preceding paragraph; (iii) the
defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness; (iv) the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness with Excess Proceeds remaining after
an Asset Sale Offer; (v) the payment of any dividend by a Restricted Subsidiary
of the Company to the holders of its respective Equity Interests on a pro rata
basis; (vi) repurchases of Equity Interests of the Company deemed to occur upon
exercise of employee options, warrants or rights if such Equity Interests
represent a portion of the exercise price of or withholding tax due upon
exercise of such options, warrants or rights; (vii) the repurchase, redemption
or other acquisition or retirement for value of any Equity Interests of the
Company or any Restricted Subsidiary held by any employee or former employee
pursuant to the terms of any of the Company's or such Restricted Subsidiaries'
benefit plans or arrangements; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $1.0 million in any twelve-month period and $5.0 million in the
aggregate and no Default or Event of Default shall have occurred and be
continuing immediately after such transaction; and (viii) additional Restricted
Payments in an amount not to exceed $5.0 million.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any non-cash Restricted Payment shall be determined by
the Board of Directors whose resolution with respect thereto shall be delivered
to the Trustee, such determination to be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if such fair market value exceeds $1.0 million.  Not later than the
date of making any Restricted Payment, the Company shall deliver to the Trustee
an Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, which calculations may be based upon the Company's latest
available financial statements, together with a copy of any fairness opinion or
appraisal required by this Indenture.





                                       32
<PAGE>   40
SECTION 4.08.       DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                    RESTRICTED SUBSIDIARIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a)(i) pay dividends or make any other distributions
to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock
or (B) with respect to any other interest or participation in, or measured by,
its profits or (ii) pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of
its Restricted Subsidiaries or (c) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (i) Existing Indebtedness as in
effect on the date of this Indenture, (ii) this Indenture and the Notes, (iii)
applicable law, (iv) any instrument governing Indebtedness or Capital Stock of
a Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred, (v)
by reason of customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices, (vi) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (c) above on the property
so acquired, (vii) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced, (viii) restrictions contained in
security agreements or mortgages to the extent such restrictions restrict the
transfer of the property or assets subject to such security agreements or
mortgages, (ix) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all of the capital stock or assets of such Restricted Subsidiary
pending the closing of the sale of such sale or disposition, or (x) any
restriction in any agreement that is not more restrictive than the restrictions
in the Credit Facilities as in effect on the date of this Indenture.

SECTION 4.09.       INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and that the Company and the Guarantors shall not issue any
Disqualified Stock and the Company shall not permit any of its Restricted
Subsidiaries which are not Guarantors to issue any shares of preferred stock
other than to the Company or to a Wholly Owned Restricted Subsidiary which is a
Guarantor, provided that any subsequent issuance or transfer of Capital Stock
that results in such Guarantor ceasing to be a Wholly Owned Restricted
Subsidiary or any subsequent transfer of such preferred stock (other than to
the Company or





                                       33
<PAGE>   41
another Wholly Owned Restricted Subsidiary which is a Guarantor) will be
deemed, in each case, to be the issuance of such preferred stock by the issuer
thereof; provided, however, that the Company and any Guarantor may incur
Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock if
the Consolidated Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock is issued would have been at least 2.0 to
1.0, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred,
or the Disqualified Stock had been issued, as the case may be, at the beginning
of such four-quarter period.

         The foregoing limitations shall not apply to the incurrence of any of
the following items of Indebtedness (collectively, "Permitted Debt"):

                          (i)     the incurrence by the Company and its
                 Restricted Subsidiaries of Indebtedness secured by Mortgages
                 Receivable (including pursuant to the Credit Facilities) in an
                 aggregate principal amount (with letters of credit being
                 deemed to have a principal amount equal to the maximum
                 potential liability of the Company and its Restricted
                 Subsidiaries thereunder) outstanding after giving effect to
                 such incurrence not to exceed 70% of the Mortgages Receivable
                 of the Company and its Restricted Subsidiaries at the date of
                 incurrence;

                          (ii)    the incurrence by the Company and its
                 Restricted Subsidiaries of Indebtedness represented by Capital
                 Lease Obligations, mortgage financings or purchase money
                 obligations, in each case incurred for the purpose of
                 financing all or any part of the purchase price or cost of
                 construction or improvement of property, plant, equipment,
                 land or inventory used or held for sale in the business of the
                 Company or any Restricted Subsidiary, in an aggregate
                 principal amount not to exceed $5.0 million at any time
                 outstanding;

                          (iii)   the incurrence by the Company or any of its
                 Restricted Subsidiaries of Indebtedness in connection with the
                 acquisition of assets or a new Restricted Subsidiary; provided
                 that such Indebtedness was incurred by the prior owner of such
                 assets or such Restricted Subsidiary prior to such acquisition
                 by the Company or one of its Restricted Subsidiaries and was
                 not incurred in connection with, or in contemplation of, such
                 acquisition by the Company or one of its Restricted
                 Subsidiaries; and provided further that the principal amount
                 (or accreted value, as applicable) of such Indebtedness,
                 together with any other outstanding Indebtedness incurred
                 pursuant to this clause (iii), does not exceed $5.0 million;

                          (iv)    the incurrence by the Company or any of its
                 Restricted Subsidiaries of Permitted Refinancing Indebtedness
                 in exchange for, or the net proceeds of which are used to
                 refund, refinance or replace Existing Indebtedness or
                 Indebtedness that was permitted by this Indenture to be
                 incurred;





                                       34
<PAGE>   42
                          (v)     the incurrence by the Company or any of its
                 Restricted Subsidiaries of intercompany Indebtedness between
                 or among the Company and any of its Restricted Subsidiaries;
                 provided, however, that (A) if the Company or a Guarantor is
                 the obligor on such Indebtedness, such Indebtedness is
                 expressly subordinated to the prior payment in full in cash of
                 all Obligations with respect to the Notes and the Subsidiary
                 Guarantees and (B)(i) any subsequent issuance or transfer of
                 Equity Interests that results in any such Indebtedness being
                 held by a Person other than the Company or a Restricted
                 Subsidiary and (ii) any sale or other transfer of any such
                 Indebtedness to a Person that is not either the Company or a
                 Restricted Subsidiary shall be deemed, in each case, to
                 constitute an incurrence of such Indebtedness by the Company
                 or such Restricted Subsidiary, as the case may be;

                          (vi)    the incurrence by the Company of Hedging
                 Obligations that are incurred for the purpose of fixing or
                 hedging interest rate risk with respect to any floating rate
                 Indebtedness that is permitted by the terms of this Indenture
                 to be outstanding;

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

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

                          (ix)    the incurrence by the Company and the
                 Guarantors of Indebtedness represented by the Notes and the
                 Subsidiary Guarantees thereof and this Indenture in an
                 aggregate principal amount up to $75,000,000;

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

                          (xi)    the incurrence by the Company and its
                 Restricted Subsidiaries in the ordinary course of business of
                 Indebtedness (A) in respect of performance, completion, surety
                 or similar bonds or guarantees (including pursuant to letters
                 of credit) in connection with new construction, development,
                 leasing of billboards, or compliance with federal, state or
                 local law, or (B) in respect of bankers acceptances, letters
                 of credit, appeal or similar bonds other than pursuant to
                 clause (A) in an aggregate amount at any time not to exceed
                 $5.0 million;

                          (xii)   the incurrence of Indebtedness of the Company
                 or any Restricted Subsidiary arising from agreements providing
                 for indemnification, adjustment of purchase price or similar
                 obligations in connection with the disposition of any assets
                 of the Company or any such Restricted Subsidiary (other than
                 Guarantees





                                       35
<PAGE>   43
                 of Indebtedness incurred by any Person acquiring all or any
                 portion of such assets for the purpose of financing such
                 acquisition), in principal amount not to exceed the gross
                 proceeds actually received by the Company or any Restricted
                 Subsidiary in connection with such disposition; and

                          (xiii)  the incurrence by the Company and its
                 Restricted Subsidiaries of additional Indebtedness in an
                 aggregate principal amount (or accreted value, as applicable)
                 at any time outstanding (including all indebtedness incurred
                 to replace, refund or refinance any such indebtedness) not to
                 exceed $7.5 million.

         For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiii) above or
is entitled to be incurred pursuant to the first paragraph of this covenant,
the Company shall, in its sole discretion, classify such item of Indebtedness
in any manner that complies with this covenant and such item of Indebtedness
will be treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph hereof.  Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09.

SECTION 4.10.       ASSET SALES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time
of such Asset Sale at least equal to the fair market value (evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee) of the assets or Equity Interests issued or sold or
otherwise disposed of and (ii) at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of cash;
provided that the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further
liability and (y) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
promptly converted by the Company or such Restricted Subsidiary into cash (to
the extent of the cash received), shall be deemed to be cash for purposes of
this Section 4.10.  Any Restricted Payment that is permitted by Section 4.07
hereof will not be deemed to be an Asset Sale.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or such Restricted Subsidiary) may apply such Net Proceeds,
at its option, either (a) to repay any Senior Debt of the Company or a
Guarantor, or (b) to the acquisition of a controlling interest in another
business, the making of a capital expenditure or the acquisition of other long-
term assets, in each case, in the same line of business as the Company and its
Restricted Subsidiaries were engaged on the date hereof or in a Related
Business.  Pending the final application of any such





                                       36
<PAGE>   44
Net Proceeds, the Company may temporarily reduce revolving Senior Debt or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.  Any Net Proceeds from Asset Sales that are not applied or invested
as provided in the first sentence of this paragraph will be deemed to
constitute "Excess Proceeds."  Within five days of each date on which the
aggregate amount of Excess Proceeds exceeds $5 million, the Company shall
commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to
purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of repurchase, in accordance with the procedures set forth in Section
3.09 hereof.  To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for any purpose not otherwise prohibited
by this Indenture.  If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis.  Upon completion of such offer
to purchase, the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11.       TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $1.0
million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of
the disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $5.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing; provided that (x) any employment, compensation or indemnity agreement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business and consistent with the past practice of the
Company or such Restricted Subsidiary, (y) transactions between or among the
Company and/or its Restricted Subsidiaries and (z) Restricted Payments that are
permitted by Section 4.07 hereof, in each case, shall not be deemed Affiliate
Transactions, and provided further that transactions between the Company or a
Restricted Subsidiary and any Club in the ordinary course of business shall not
be subject to clause (ii)(b) above.





                                       37
<PAGE>   45
SECTION 4.12.       LIENS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, or any income or
profits therefrom (or assign or convey any right to receive income therefrom),
which secures Indebtedness or trade payables that rank pari passu with or
subordinate to the Notes or the Subsidiary Guarantees, as applicable, unless
(i) if such Lien secures Indebtedness or trade payables that ranks pari passu
with the Notes or Subsidiary Guarantees, as applicable, the Notes and such
Subsidiary Guarantees are secured on an equal and ratable basis with the
obligation so secured until such time as such obligation is no longer secured
by a Lien or (ii) if such Lien secures Indebtedness or trade payables that is
subordinated to the Notes or Subsidiary Guarantees, as applicable, such Lien
shall be subordinated to a Lien granted to the Holders of Notes and Subsidiary
Guarantees on the same collateral as that securing such Lien to the same extent
as such Indebtedness, as applicable, until such obligation is no longer secured
by a lien.

SECTION 4.13.       BUSINESS ACTIVITIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than the same line of business in
which the Company and its Restricted Subsidiaries are engaged on the date
hereof or a Related Business, except to such extent as would not be material to
the Company and its Restricted Subsidiaries taken as a whole.

SECTION 4.14.       CORPORATE EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and its Restricted 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 Restricted 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 Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

SECTION 4.15.       OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                 (a)      Upon the occurrence of a Change of Control, the
         Company shall make an offer (a "Change of Control Offer") to each
         Holder to repurchase all or any part (equal to $1,000 or an integral
         multiple thereof) of each Holder's Notes at a purchase price in cash
         equal to 101% of the aggregate principal amount thereof plus accrued
         and unpaid interest thereon, if any, to the date of purchase (the
         "Change of Control Payment").  Within ten days following any Change of
         Control, the Company shall mail a notice to each Holder





                                       38
<PAGE>   46
         stating: (1) that the Change of Control Offer is being made pursuant
         to this Section 4.15 and that all Notes tendered will be accepted for
         payment; (2) the purchase price and the purchase date, which shall be
         no earlier than 30 days and no later than 60 days from the date such
         notice is mailed (the "Change of Control Payment Date"); (3) that any
         Note not tendered will continue to accrue interest; (4) that, unless
         the Company defaults in the payment of the Change of Control Payment,
         all Notes accepted for payment pursuant to the Change of Control Offer
         shall cease to accrue interest after the Change of Control Payment
         Date; (5) that Holders electing to have any Notes purchased pursuant
         to a Change of Control Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" on the
         reverse of the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date; (6) that
         Holders will be entitled to withdraw their election if the Paying
         Agent receives, not later than the close of business on the second
         Business Day preceding the Change of Control Payment Date, a telegram,
         telex, facsimile transmission or letter setting forth the name of the
         Holder, the principal amount of Notes delivered for purchase, and a
         statement that such Holder is withdrawing his election to have the
         Notes purchased; and (7) that Holders whose Notes are being purchased
         only in part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, which unpurchased
         portion must be equal to $1,000 in principal amount or an integral
         multiple thereof.  The Company shall comply with the requirements of
         Rule 14e-1 under the Exchange Act and any other securities laws and
         regulations thereunder to the extent such laws and regulations are
         applicable in connection with the repurchase of Notes as a result of a
         Change of Control.

                 (b)      On the Change of Control Payment Date, the Company
         shall, to the extent lawful, (1) accept for payment all Notes or
         portions thereof properly tendered pursuant to the Change of Control
         Offer, (2) deposit with the Paying Agent an amount equal to the Change
         of Control Payment in respect of all Notes or portions thereof so
         tendered and (3) deliver or cause to be delivered to the Trustee the
         Notes so accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions thereof being
         purchased by the Company.  The Paying Agent shall promptly mail to
         each Holder of Notes so tendered the Change of Control Payment in an
         amount equal to the purchase price for the Notes, and the Trustee
         shall promptly authenticate and mail (or cause to be transferred by
         book entry) to each Holder a new Note equal in principal amount to any
         unpurchased portion of the Notes surrendered by such Holder, if any;
         provided, that each such new Note shall be in a principal amount of
         $1,000 or an integral multiple thereof.  The Company shall publicly
         announce the results of the Change of Control Offer on or as soon as
         practicable after the Change of Control Payment Date.

                 (c)      The Company shall not be required to make a Change of
         Control Offer upon a Change of Control if a third party makes the
         Change of Control Offer in the manner, at the times and otherwise in
         compliance with the requirements set forth in this Section 4.15
         applicable to a Change of Control Offer made by the Company and
         purchases all Notes validly tendered and not withdrawn under such
         Change of Control Offer.





                                       39
<PAGE>   47
                 (d)      Notwithstanding the foregoing, prior to complying
         with the provisions of this Section 4.15, but in any event within 90
         days following a Change of Control, the Company will either repay all
         outstanding Senior Debt or obtain the requisite consents, if any,
         under all agreements governing outstanding Senior Debt to permit the
         repurchase of Notes required by this Section 4.15.

SECTION 4.16.       SALE AND LEASEBACK TRANSACTIONS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if (i) the Company
could have (a) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction pursuant to the
Consolidated Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to
Section 4.12 hereof, (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value (as determined in good
faith by the Board of Directors and set forth in an Officers' Certificate
delivered to the Trustee) of the property that is the subject of such sale and
leaseback transaction, and (iii) the transfer of assets in such sale and
leaseback transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with the provisions of Section 4.10 hereof.

SECTION 4.17.       LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF
                    WHOLLY OWNED RESTRICTED SUBSIDIARIES.

         The Company (i) shall not, and shall not permit any Wholly Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted
Subsidiary of the Company to any Person (other than to the Company or a Wholly
Owned Restricted Subsidiary that is a Guarantor), unless (a) such transfer,
conveyance, sale, lease or other disposition is of all the Capital Stock of
such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds from such
transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.10 hereof, and (ii) will not permit any Wholly Owned
Restricted Subsidiary of the Company to issue any of its Equity Interests
(other than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares) to any Person other than to the Company or a Wholly Owned
Restricted Subsidiary of the Company that is a Guarantor.

SECTION 4.18.       DESIGNATION OF A SUBSIDIARY AS AN UNRESTRICTED SUBSIDIARY.

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if at the time of such designation:
(a) all outstanding Investments by the Company and its Restricted Subsidiaries
(except to the extent repaid in cash) in the Subsidiary so designated are
deemed to be a Restricted Payment at the time of such designation (all such
outstanding Investments will be deemed to constitute an amount equal to the
greatest of (i) the net book value of such Investments at the time of such
designation, (ii) the fair market value of such Investments at the time of such
designation and (iii) the original fair market value of such Investments at the
time they were made), and such Restricted Payment is permitted at such time





                                       40
<PAGE>   48
under Section 4.07 hereof; (b) giving pro forma effect thereto as if such
designation had occurred at the beginning of the Company's most recently
completed four fiscal quarters for which internal financial statements are
available preceding the date of such designation, the pro forma Consolidated
Coverage Ratio for such period is greater than the historical Consolidated
Coverage Ratio for such period; (c) no Default or Event of Default shall have
occurred and be continuing immediately preceding such designation and giving
pro forma effect thereto or would occur as a consequence thereof; and (d) such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.  In the event that a Restricted Subsidiary becomes an Unrestricted
Subsidiary in accordance with this paragraph, then such Restricted Subsidiary
shall be released from its obligations under its Subsidiary Guarantee in
accordance with Section 11.04 hereof.

         The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary, if at the time of such redesignation:
(x) giving pro forma effect to the redesignation and incurrence of Indebtedness
of the Unrestricted Subsidiary (if any) as if they occurred at the beginning of
the Company's most recently completed four fiscal quarters for which internal
financial statements are available preceding the date of such redesignation,
(i) any Indebtedness of such Unrestricted Subsidiary (including any Non-
Recourse Debt) could be incurred pursuant to the Consolidated Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof and (ii) the pro
forma Consolidated Coverage Ratio for such period is greater than the
historical Consolidated Coverage Ratio for such period; (y) the newly
redesignated Domestic Restricted Subsidiary executes and delivers a Subsidiary
Guarantee and an Opinion of Counsel; and (z) no Default or Event of Default
shall have occurred and be continuing immediately preceding such redesignation
and giving pro forma effect thereto or would occur as a consequence thereof.

         Any such designation or redesignation by the Board of Directors shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
board resolution giving effect to such designation or redesignation and an
Officers' Certificate certifying that such designation or redesignation
complied with the foregoing conditions.  If any Unrestricted Subsidiary becomes
a Restricted Subsidiary, such Subsidiary shall be subject to the provisions of
Article 11 hereof.  If, at any time, any Unrestricted Subsidiary would fail to
meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to
be an Unrestricted Subsidiary for purposes of this Indenture.  If the
Unrestricted Subsidiary at such time would not be permitted to be redesignated
a Restricted Subsidiary, the Company shall be in default of this Section 4.18.

SECTION 4.19.       LIMITATION ON STATUS AS INVESTMENT COMPANY.

         The Company and its Restricted Subsidiaries shall take all actions
(and refrain from taking all actions) necessary to ensure that neither the
Company nor any of its Restricted Subsidiaries will be required to register as
an "investment company" (as that term is defined in the Investment Company Act
of 1940, as amended), or will otherwise become subject to regulation under the
Investment Company Act.





                                       41
<PAGE>   49
SECTION 4.20.       NO SENIOR SUBORDINATED DEBT.

         Notwithstanding the provisions of Section 4.09 hereof, (i) the Company
shall not incur, create, issue, assume, guarantee or otherwise become liable
for any Indebtedness that is subordinate or junior in right of payment to any
Senior Debt and senior in any respect in right of payment to the Notes, and
(ii) no Guarantor shall incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt and senior in any respect in right of payment to the
Subsidiary Guarantees.  No Indebtedness shall be deemed to be Senior Debt
solely because it is secured and no Indebtedness shall be deemed to be
subordinated solely because it is convertible into Equity Interests.

SECTION 4.21.       NO AMENDMENT OF SUBORDINATION PROVISIONS.

         Without the consent of the Holders of at least 75% in aggregate
principal amount of the Notes then outstanding, the Company will not amend,
modify or alter the provisions of Article 10 of this Indenture in any way that
will adversely affect the rights of Holders of Notes.

SECTION 4.22.       PAYMENTS FOR CONSENT.

         Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01.       MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation) or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia, (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company pursuant to a
supplemental indenture under the Notes and this Indenture in a form reasonably
satisfactory to the Trustee, (iii) immediately after such transaction, no
Default or Event of Default exists and (iv) except in the case of a merger of
the





                                       42
<PAGE>   50
Company with or into a Wholly Owned Restricted Subsidiary of the Company, the
Company or the entity or Person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made (A) will
have Consolidated Net Worth immediately after the transaction equal to or
greater than the Consolidated Net Worth of the Company immediately preceding
the transaction and (B) will, at the time of such transaction and after giving
pro forma effect thereto as if such transaction had occurred at the beginning
of the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

SECTION 5.02.       SUCCESSOR CORPORATION SUBSTITUTED.

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

                                   ARTICLE 6.

                             DEFAULTS AND REMEDIES

SECTION 6.01.       EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

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

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

                 (c)      the Company fails to comply for 30 days after notice
         from the Trustee or the Holders of at least 25% in principal amount of
         their outstanding Notes with any of the provisions of Section 4.07,
         4.09, 4.10, 4.15 or 5.01 hereof;





                                       43
<PAGE>   51
                 (d)      the Company fails to observe or perform any other
         covenant, representation, warranty or other agreement in this
         Indenture or the Notes for 60 days after notice to the Company by the
         Trustee or the Holders of at least 25% in aggregate principal amount
         of the Notes then outstanding voting as a single class;

                 (e)      a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the
         Company or any of its Restricted Subsidiaries (or the payment of which
         is guaranteed by the Company or any of its Restricted Subsidiaries),
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, which default (a) is caused by a failure
         to pay principal of or premium, if any, or interest on such
         Indebtedness prior to the expiration of the grace period provided in
         such Indebtedness on the date of such default (a "Payment Default") or
         (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 $5.0 million or
         more; provided, that in the case of any such Payment Default under
         clause (a) such default continues beyond the lesser of 30 days or the
         longest period for cure provided in any such Indebtedness as to which
         a Payment Default exists, or in the case of any acceleration of
         Indebtedness described in clause (b), such Indebtedness is not
         discharged or such acceleration cured, waived, rescinded or annulled
         within the lesser of 30 days after acceleration or the longest period
         for cure provided in any such Indebtedness which has been accelerated;

                 (f)      a final judgment or final judgments for the payment
         of money are entered by a court or courts of competent jurisdiction
         against the Company or any of its Restricted Subsidiaries and such
         judgment or judgments remain undischarged for a period (during which
         execution shall not be effectively stayed) of 60 days, provided that
         the aggregate of all such undischarged judgments exceeds $5 million;

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

                 (h)      the Company or any of its Significant Restricted
         Subsidiaries:

                          (i)     commences a voluntary case,

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

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

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





                                       44
<PAGE>   52
                          (v)     generally is not paying its debts as they
                 become due.

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

                          (i)     is for relief against the Company or any of
                 its Significant Restricted Subsidiaries in an involuntary
                 case;

                          (ii)    appoints a Custodian of the Company or any of
                 its Significant Restricted Subsidiaries or for all or
                 substantially all of the property of the Company or any of its
                 Restricted Subsidiaries; or

                          (iii)   orders the liquidation of the Company or any
                 of its Significant Restricted Subsidiaries

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

SECTION 6.02.       ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Restricted Subsidiary) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately; provided, however, that so long as
any Designated Senior Debt is outstanding, no such acceleration shall be
effective until five business days after the giving of written notice to the
Company and the representatives under the Designated Senior Debt of such
acceleration.  Upon any such declaration, the Notes shall become due and
payable immediately.  Notwithstanding the foregoing, if an Event of Default
specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to
the Company or any of its Restricted Subsidiaries, all outstanding Notes shall
be due and payable immediately without further action or notice.  The Holders
of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

         If an Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to Section
3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall
also become and be immediately due and payable, to the extent permitted by law,
anything in this Indenture or in the Notes to the contrary notwithstanding. If
an Event of Default occurs prior to ________ __, 2003 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, the Make-Whole Price shall
become immediately due and payable to the extent permitted by law.





                                      45
<PAGE>   53
SECTION 6.03.       OTHER REMEDIES.

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

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

SECTION 6.04.       WAIVER OF PAST DEFAULTS.

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

SECTION 6.05.       CONTROL BY MAJORITY.

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

SECTION 6.06.       LIMITATION ON SUITS.

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

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

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





                                       46
<PAGE>   54
                 (c)      such Holder of a Note or Holders of Notes offer and,
         if requested, provide to the Trustee indemnity satisfactory to the
         Trustee against any loss, liability or expense;

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

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

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

SECTION 6.07.       RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08.       COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.       TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Holders of the Notes allowed in any judicial proceedings relative to
the Company (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof.  To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due





                                       47
<PAGE>   55
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.       PRIORITIES.

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

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

         Second:  to Holders of Notes for amounts due and unpaid on the Notes
for principal, and premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes
for principal, and 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 Notes pursuant to this Section 6.10.

SECTION 6.11.       UNDERTAKING FOR COSTS.

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





                                       48
<PAGE>   56
                                   ARTICLE 7.

                                    TRUSTEE

SECTION 7.01.       DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

                 (e)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or incur any liability.  The
         Trustee shall be under no obligation to exercise any of its rights and
         powers under this Indenture at the request of any Holders, unless





                                       49
<PAGE>   57
         such Holder shall have offered to the Trustee security and indemnity
         satisfactory to it against any loss, liability or expense.

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

SECTION 7.02.       RIGHTS OF TRUSTEE.

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

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

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

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

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

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

SECTION 7.03.       INDIVIDUAL RIGHTS OF TRUSTEE.

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





                                       50
<PAGE>   58
SECTION 7.04.       TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.       NOTICE OF DEFAULTS.

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

SECTION 7.06.       REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

SECTION 7.07.       COMPENSATION AND INDEMNITY.

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

         The Company shall 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





                                       51
<PAGE>   59
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.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder.  The Company shall defend the claim and the
Trustee shall cooperate in the defense.  The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

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

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

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

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

SECTION 7.08.       REPLACEMENT OF TRUSTEE.

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

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

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

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

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

                 (d)      the Trustee becomes incapable of acting.





                                       52
<PAGE>   60
         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

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

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

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

SECTION 7.09.       SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.       ELIGIBILITY; DISQUALIFICATION.

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

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





                                       53
<PAGE>   61
SECTION 7.11.       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 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 and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance").  For this purpose, Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder:  (a)
the rights of Holders of outstanding Notes to receive solely from the trust
fund described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, and premium, if any, and
interest on such Notes when such payments are due, (b) the Company's and the
Guarantors' obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's and the Guarantors' obligations in
connection therewith and (d) this Article 8.  Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.       COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in





                                       54
<PAGE>   62
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19, 4.20, 4.21 and 4.22 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.  In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f) hereof shall not constitute Events of Default.

SECTION 8.04.       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

                 (b)      in the case of an election under Section 8.02 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that (A) the Company has received from, or there has been published
         by, the Internal Revenue Service a ruling or (B) since the date of
         this Indenture, there has been a change in the applicable federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, the Holders of the
         outstanding Notes will not recognize income, gain or loss for federal
         income tax purposes as a result of such Legal Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Legal
         Defeasance had not occurred;

                 (c)      in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that the Holders of the outstanding Notes will not





                                       55
<PAGE>   63
         recognize income, gain or loss for federal income tax purposes as a
         result of such Covenant Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                 (d)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default or
         Event of Default resulting from the incurrence of Indebtedness all or
         a portion of the proceeds of which will be used to defease the Notes
         pursuant to this Article 8 concurrently with such incurrence) or
         insofar as Sections 6.01(h) or 6.01(i) hereof is concerned, at any
         time in the period ending on the 91st day after the date of deposit;

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

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

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

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

SECTION 8.05.       DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                    TRUST; OTHER MISCELLANEOUS PROVISIONS.

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





                                       56
<PAGE>   64
         The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

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

SECTION 8.06.       REPAYMENT TO COMPANY.

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

SECTION 8.07.       REINSTATEMENT.

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





                                       57
<PAGE>   65
                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.       WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

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

                 (c)      to provide for the assumption of the Company's or a
         Guarantor's obligations to the Holders of the Notes by a successor to
         the Company or a Guarantor pursuant to Article 5 or Article 10 hereof;

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

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

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

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

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

SECTION 9.02.       WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided in Section 4.21 and below in this Section 9.02, the
Company and the Trustee may amend or supplement this Indenture (including
Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes
may be amended or supplemented with the consent of





                                       58
<PAGE>   66
the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, and premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture,
the Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class (including consents obtained in connection with a tender
offer or exchange offer, or purchase of, the Notes).

         In addition, without the consent of the holders of 66-2/3% in
aggregate principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for Notes), no
waiver or amendment to this Indenture may make any change in the provisions of
Section 4.15 that adversely affect the rights of any Holder of Notes.  Section
2.08 hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

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

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.  Subject to Sections 4.21, 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes;
provided, however, that any such waiver that adversely affects the rights of
any Holder of Notes shall require the consent of 66-2/3% in principal amount of
the Notes then outstanding. Notwithstanding anything to the contrary herein,
without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

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





                                       59
<PAGE>   67
                 (b)      reduce the principal of or change the fixed maturity
         of any Note or alter or waive any of the provisions with respect to
         the redemption of the Notes, except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof;

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

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

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

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

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

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

SECTION 9.03.       COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04.       REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05.       NOTATION ON OR EXCHANGE OF NOTES.

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





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<PAGE>   68
         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.       TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 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 shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 10.04 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.

                                 SUBORDINATION

SECTION 10.01.      AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for
the benefit of the holders of Senior Debt.

SECTION 10.02.      CERTAIN DEFINITIONS.

         "Permitted Junior Securities" means Equity Interests in the Company or
debt securities that are subordinated to all Senior Debt (and any debt
securities issued in exchange for Senior Debt) to substantially the same extent
as, or to a greater extent than, the Notes are subordinated to Senior Debt
pursuant to the Indenture.

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

         A distribution may consist of cash, securities or other property, by
set-off or otherwise.

SECTION 10.03.      LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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





                                       61
<PAGE>   69
         (1)     holders of Senior Debt shall be entitled to receive payment in
full of all Obligations due in respect of such Senior Debt (including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt) before Holders of the Notes shall be entitled to
receive any payment with respect to the Notes; and

         (2)     until all Obligations with respect to Senior Debt (as provided
in subsection (1) above) are paid in full, any distribution to which Holders
would be entitled but for this Article 10 shall be made to holders of Senior
Debt (except that Holders of Notes may receive (i) Permitted Junior Securities
and (ii) payments and other distributions made from any defeasance trust
created pursuant to Section 8.04 hereof), as their interests may appear.

SECTION 10.04.      DEFAULT ON DESIGNATED SENIOR DEBT.

         The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations (other than (i) Permitted Junior
Securities and (ii) payments and other distributions made from any defeasance
trust created pursuant to Section 8.04 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

                          (i)     a default in the payment of the principal of,
                 premium, if any, or interest on Designated Senior Debt occurs
                 and is continuing beyond any applicable grace period in the
                 agreement, indenture or other document governing such
                 Designated Senior Debt; or

                          (ii)    a default, other than a payment default, on
                 Designated Senior Debt occurs and is continuing that then
                 permits holders of the Designated Senior Debt to accelerate
                 its maturity and the Trustee receives a notice of the default
                 (a "Payment Blockage Notice") from the Company or the holders
                 of any Designated Senior Debt.  If the Trustee receives any
                 such Payment Blockage Notice, no subsequent Payment Blockage
                 Notice shall be effective for purposes of this Section unless
                 and until (i) at least 360 days shall have elapsed since the
                 effectiveness of the immediately prior Payment Blockage Notice
                 and (ii) all scheduled payments of principal, premium, if any,
                 and interest on the Securities that have come due have been
                 paid in full in cash.  No nonpayment default that existed or
                 was continuing on the date of delivery of any Payment Blockage
                 Notice to the Trustee shall be, or be made, the basis for a
                 subsequent Payment Blockage Notice unless such default shall
                 have been waived for a period of not less than 180 days.

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

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

         (2)     in the case of a default referred to in Section 10.04(ii)
hereof, 179 days pass after notice is received if the maturity of such
Designated Senior Debt has not been accelerated,





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if this Article 10 otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

SECTION 10.05.      ACCELERATION OF SECURITIES.

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

SECTION 10.06.      WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes at a time when the Trustee or such
Holder, as applicable, has actual knowledge that such payment is prohibited by
Section 10.04 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt as their interests may
appear or their Representative under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall
be entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.07.      NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

SECTION 10.08.      SUBROGATION.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to
the payment of Senior Debt.  A distribution made under this Article 10 to
holders of Senior Debt that otherwise would have been made to Holders of Notes
is not, as between the Company and Holders, a payment by the Company on the
Notes.





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<PAGE>   71
SECTION 10.09.      RELATIVE RIGHTS.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt.  Nothing in this Indenture shall:

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

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

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

         If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.10.      SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.11.      DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
10.

SECTION 10.12.      RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to





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<PAGE>   72
violate this Article 10.   Only the Company or a Representative may give the
notice.  Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.13.      AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes.

                                  ARTICLE 11.

                                   GUARANTEES

SECTION 11.01.      UNCONDITIONAL GUARANTEE.

         Subject to the provisions of this Article 11, each Guarantor hereby
unconditionally, jointly and severally, on a senior subordinated basis,
guarantees (each such Guarantee being a "Subsidiary Guarantee" and all such
Guarantees being the "Subsidiary Guarantees") to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Notes or this Indenture, that:  (i) the principal of and interest and premium,
if any, on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal of, and interest on, to the extent lawful,
the Notes and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full or performed all
in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any
applicable grace period, whether at stated maturity, by acceleration or
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the
limitations set forth in Section 11.05 hereof.  Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason,
subject to Section 11.05 hereof, the Guarantors shall be jointly and severally
obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor.  Each Guarantor
hereby waives diligence,





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<PAGE>   73
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenants that the Subsidiary Guarantees will not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture
and in the Subsidiary Guarantees.

         If any Holder of Notes or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder of Notes, the Subsidiary Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Guarantor
agrees that they shall not be entitled to any right of subrogation in relation
to the Holders of the Notes in respect of any obligations guaranteed hereby
until payment in full of all obligations guaranteed hereby.

         Each Guarantor further agrees that, as between each Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
6 for the purposes of the Subsidiary Guarantees, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of the Subsidiary Guarantees.  The Notes will not be
guaranteed by any present or future foreign subsidiary or any Unrestricted
Subsidiary.

SECTION 11.02.      SUBORDINATION OF NOTE GUARANTEE.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 10 shall be junior and subordinated in right of payment to the
rights of holders of the Senior Debt of such Guarantor on the same basis as the
Notes are junior and subordinated to Senior Debt of the Company.  For the
purposes of the foregoing sentence, the Trustee and the Holders shall have the
right to receive and/or retain payments by any of the Guarantors only at such
times as they may receive and/or retain payments in respect of the Notes
pursuant to this Indenture, including Article 10 hereof.

SECTION 11.03.      SEVERABILITY.

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

SECTION 11.04.      RELEASE OF A GUARANTOR.

         In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the





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corporation acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) shall be released
and relieved of any obligations under its Subsidiary Guarantee; provided that
the Net Proceeds of such sale or other disposition shall be applied in
accordance with Section 4.10 and the other applicable provisions of the
Indenture.  The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an Officers'
Certificate certifying as to the compliance with Section 4.18 hereof and this
Section 11.04.  Any Guarantor not so released remains liable for the full
amount of principal of and interest on the Notes as provided in this Article
11.

SECTION 11.05.      LIMITATION OF GUARANTOR'S LIABILITY.

         Each Guarantor and by its acceptance of a Note each Holder confirms
that it is the intention of all such parties that the Subsidiary Guarantee by
such Guarantor pursuant to its Subsidiary Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law.  To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of
such Guarantor under the Subsidiary Guarantees shall be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under the Subsidiary Guarantees or pursuant
to Section 11.06, result in the obligations of such Guarantor under the
Subsidiary Guarantees not constituting such fraudulent transfer or conveyance.

SECTION 11.06.      GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

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

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

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

                          (iii)   such Guarantor, or any Person formed by or
                 surviving any such consolidation or merger, would have
                 Consolidated Net Worth (immediately after giving effect to
                 such transaction) equal to or greater than the Consolidated
                 Net Worth of such Guarantor immediately preceding the
                 transaction; and





                                       67
<PAGE>   75
                          (iv)    the Company would be permitted by virtue of
                 the Company's pro forma Consolidated Coverage Ratio,
                 immediately after giving effect to such transaction, to incur
                 at least $1.00 of additional Indebtedness pursuant to the
                 Consolidated Coverage Ratio test set forth in the first
                 paragraph of Section 4.09 hereof.

         In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee in accordance with
Section 11.04 hereof; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with Section 4.10 hereof.

SECTION 11.07.      WAIVER OF SUBROGATION.

         Each Guarantor hereby irrevocably waives, until and unless all of the
Obligations guaranteed hereby are indefeasibly discharged, any claim or other
rights which it may now or hereafter acquire against the Company that arise
from the existence, payment, performance or enforcement of such Guarantor's
obligations under the Subsidiary Guarantees and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights.  If any amount
shall be paid to any Guarantor in violation of the preceding sentence and the
Notes shall not have been paid in full, such amount shall have been deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Notes, and shall forthwith be paid to the
Trustee for the benefit of such Holders to be credited and applied upon the
Notes, whether matured or unmatured, in accordance with the terms of this
Indenture.  Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 11.07 is knowingly made
in contemplation of such benefits.

SECTION 11.08.      EXECUTION OF GUARANTEE.

         To evidence its Subsidiary Guarantee to the Holder of Notes specified
in Section 11.01, each Guarantor hereby agrees to execute its Subsidiary
Guarantee in substantially the form of Exhibit A-1 recited to be endorsed on
each Note ordered to be authenticated and delivered by the Trustee.  Each
Guarantor hereby agrees that the Subsidiary Guarantees set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of the Subsidiary Guarantees.  Each such
Subsidiary Guarantee shall be signed on behalf of each Guarantor by two
Officers, or an Officer and an Assistant Secretary, or one Officer shall





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sign and one Officer or an Assistant Secretary (each of whom shall, in each
case, have been duly authorized by all requisite corporate actions) shall
attest to such Subsidiary Guarantee prior to the authentication of the Note on
which it is endorsed, and the delivery of such Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such
Subsidiary Guarantee on behalf of such Guarantor.  Such signatures upon the
Subsidiary Guarantees may be by manual or facsimile signature of such Officers
and may be imprinted or otherwise reproduced on the Subsidiary Guarantees, and
in case any such Officer who shall have signed the Subsidiary Guarantees shall
cease to be such Officer before the Note on which such Subsidiary Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Note nevertheless may be authenticated and delivered or
disposed of as though the person who signed the Subsidiary Guarantees had not
ceased to be such Officer of the Guarantor.

SECTION 11.09.      ADDITIONAL SUBSIDIARY GUARANTEES.

         If the Company or any of its Subsidiaries shall acquire or create
another Restricted Subsidiary after the date of the Indenture, then such newly
acquired or created Restricted Subsidiary shall become a Guarantor, on a senior
subordinated basis, of the Company's obligations under the Notes and this
Indenture by (i) executing a supplemental indenture to this Indenture in the
form set forth in Exhibit B hereto, (ii) executing a Subsidiary Guarantee in
the form set forth in Exhibit A-1 hereto and (iii) delivering to the Trustee an
Opinion of Counsel, in form reasonably satisfactory to the Trustee, that the
Subsidiary Guarantee and supplemental indenture have been duly authorized,
executed and delivered by such Restricted Subsidiary and constitute the valid
and binding obligations of such Restricted Subsidiary and enforceable against
such Restricted Subsidiary in accordance with their respective terms, subject
to customary exceptions for bankruptcy and equitable principles; provided,
however, that this Section 11.09 shall not apply to any Subsidiary during such
period as such Subsidiary (y) is organized in any jurisdiction outside the
United States or (z) has been properly designated as an Unrestricted Subsidiary
in accordance with this Indenture for so long as it continues to constitute an
Unrestricted Subsidiary.

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

SECTION 12.02.      NOTICES.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered





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or certified, return receipt requested), telex, telecopier or overnight air
courier guaranteeing next day delivery, to the others' address:


         If to the Company or any Guarantor:

                 Silverleaf Resorts, Inc.
                 1221 Riverbend Drive, Suite 120
                 Dallas, Texas 75247
                 Telecopier No.:

                 Attention:  Robert E. Mead


         With a copy to:

                 Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
                 901 Main Street, Suite 3700
                 Dallas, Texas  75202-3792
                 Telecopier No:

                 Attention:  David N. Reed

         If to the Trustee:

                 Norwest Bank Minnesota, N.A.
                 Corporate Trust Department
                 6th and Marquette
                 Minneapolis, MN  55479
                 Telecopier No.: (612) 667-9825

                 Attention:  Corporate Trust Department

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

         All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given:  at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when 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 shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar.  Any notice or communication shall also be so mailed to
any Person described in TIA Section  313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.





                                       70
<PAGE>   78
         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 or any Guarantor mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03.      COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
                    NOTES.

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

SECTION 12.04.      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company and/or any Guarantor to
the Trustee to take any action under this Indenture, the Company and/or such
Guarantor, as the case may be, shall furnish to the Trustee:

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

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

SECTION 12.05.      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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





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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, shall have any liability for any
obligations of the Company or any Guarantor under the Notes, the Subsidiary
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation.  Each Holder by accepting a Note
waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 12.08.      GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUESTED 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 and the Subsidiary Guarantees.

SECTION 12.10.      SUCCESSORS.

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

SECTION 12.11.      SEVERABILITY.

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

SECTION 12.12.      COUNTERPART ORIGINALS.

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





                                       72
<PAGE>   80
SECTION 12.13.      TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]





                                       73
<PAGE>   81
                                   SIGNATURES



Dated as of ______, 1998                SILVERLEAF RESORTS, INC.
                                     
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                DATABASE RESEARCH, INC.
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                CONDOMINIUM BUILDERS, INC.
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                SILVERLEAF HOTELS, INC.
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
                                     
                                      74
                                     
                                     
                                     
<PAGE>   82

                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
                                     
                                     
Dated as of ______, 1998                SILVERLEAF TRAVEL, INC.
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                SILVERLEAF RESORT ACQUISITIONS, INC. 
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                VILLAGES LAND, INC.
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                BULL'S EYE MARKETING, INC. (Calif.) 
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                     
                                      75
                                     
<PAGE>   83

                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                BULL'S EYE MARKETING, INC. (Del.)    
                                     
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of ______, 1998                SILVERLEAF BERKSHIRES, INC.
                                     
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:
                                     
Dated as of _______, 1998               NORWEST BANK MINNESOTA,
                                        NATIONAL ASSOCIATION
                                     
                                     
                                        By: 
                                           -----------------------------------
                                            Name:
                                            Title:


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




                                       76
<PAGE>   84
--------------------------------------------------------------------------------


                                   EXHIBIT A

                                 (Face of Note)

                    ____% Senior Subordinated Notes due 2008

     No.                                                         $__________

                            SILVERLEAF RESORTS, INC.

     promises to pay to

     or registered assigns,

     the principal sum of

     Dollars on _________ __, 2008.

     Interest Payment Dates:  ________ __, and ________ __

     Record Dates:  ________ __, and ________ __

                                        Dated: _______________ __, 1998


                                        SILVERLEAF RESORTS, INC.




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


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



                                                        (SEAL)
This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:
Norwest Bank Minnesota, National Association
as Trustee

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





                                      A-1
<PAGE>   85
                                 (Back of Note)



                    ___% Senior Subordinated Notes due 2008



                        [Insert the Global Note Legend]



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

         1. INTEREST. Silverleaf Resorts, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
___% per annum from ________________, 1998 until maturity.  The Company will
pay such interest semi-annually on _________ __ and _________ __ of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be _____________,
1998.  The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful.  Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the _________ __ or _________ __ next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable
as to principal, premium, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, and premium, if any, on
the Global Note and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent.  Such payment
shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.





                                      A-2
<PAGE>   86
         3. PAYING AGENT AND REGISTRAR.  Initially, Norwest Bank Minnesota,
N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder.  The Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE.  The Company issued the Notes under an Indenture dated
as of ____________, 1998 ("Indenture") between the Company, its Subsidiaries
and the Trustee.  The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections  77aaa-77bbbb).  The Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms.  To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling.  The Notes are unsecured obligations of the
Company limited to $200.0 million in aggregate principal amount.

         5. OPTIONAL REDEMPTION.

         (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to ________ __,
2003.  Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on ___________ of
the years indicated below:

<TABLE>
<CAPTION>
YEAR                                                              PERCENTAGE
----                                                              ----------
<S>                                                               <C>         
2003  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                %
                                                                   ---------- 
2004  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                %
                                                                   ---------- 
2005  . . . . . . . . . . . . . . . . . . . . . . . . . . . .                %
                                                                   ---------- 
2006 and thereafter . . . . . . . . . . . . . . . . . . . . .      100.00%
</TABLE>


         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to _______ __,  2001, the Company may redeem up
to an aggregate of 33 1/3% in principal amount of the Notes with the net cash
proceeds of a public offering of its common stock at a redemption price equal
to __% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the redemption date; provided that at least 66 2/3% in
aggregate principal amount of the Notes remain outstanding immediately after
the occurrence of such redemption and provided, further that such redemption
shall occur within 60 days of the date of the closing of such offering.

         6. MANDATORY REDEMPTION.

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





                                      A-3
<PAGE>   87
         7. REPURCHASE AT OPTION OF HOLDER.

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

         (b)  If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $5 million, the Company shall commence a pro rata Asset Sale Offer
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including Additional Notes) that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
fixed for the closing of such offer, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use any remaining Excess Proceeds for any
purpose not otherwise prohibited by the Indenture.  If the aggregate principal
amount of Notes surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis.  Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.  Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes.

         8. NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

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





                                      A-4
<PAGE>   88
         10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

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

         12.  DEFAULTS AND REMEDIES.  Events of Default include: (i) default
for 30 days in the payment when due of interest on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); (ii) default in
payment when due of principal of or premium, if any, on the Notes (whether or
not prohibited by the subordination provisions of the Indenture) when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company to comply
for 30 days after notice from the Trustee or the Holders of at least 25% in
principal amount of their outstanding Notes with Section 4.07, 4.09, 4.10, 4.15
or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to comply with certain other
agreements in the Indenture or the Notes; (v) default under certain other
agreements relating to Indebtedness of the Company which default results in the
acceleration of such Indebtedness prior to its express maturity and such
default has not been cured or waived as provided in the Indenture; (vi) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days; (vii) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease to be in full force and effect or any Guarantor or any
Person acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Subsidiary Guarantee; and (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Material Subsidiaries.  If
any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all





                                      A-5
<PAGE>   89
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.  The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes.  The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company
is required upon becoming aware of any Default or Event of Default, to deliver
to the Trustee a statement specifying such Default or Event of Default.

         13.  SUBSIDIARY GUARANTEES.  Payment of principal and interest
(including interest on overdue principal and overdue interest, if lawful) is
unconditionally guaranteed on a senior subordinated basis by certain
subsidiaries of the Company.

         14.  SUBORDINATION.  The Indebtedness evidenced by the Notes is
subordinated in right of payment to the prior payment in full of all Senior
Debt (whether outstanding on the date of the Indenture or created, incurred,
assumed or guaranteed thereafter).

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

         16.  NO RECOURSE AGAINST OTHERS.  A director, Officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.

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

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

         19.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is
made as to the accuracy of such numbers either as





                                      A-6
<PAGE>   90
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

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

                 Silverleaf Resorts, Inc.
                 1221 Riverbend Drive, Suite 120
                 Dallas, Texas 75247
                 Telecopier No.:
                 Attention:  Sandra Cearley





                                      A-7
<PAGE>   91
                                  EXHIBIT A-1

                           [FORM OF NOTATION ON NOTE

                       RELATING TO SUBSIDIARY GUARANTEE]

                              SUBSIDIARY GUARANTEE

         Silverleaf Resort Acquisitions, a Texas corporation, Silverleaf
Travel, Inc., a Texas corporation, Silverleaf Hotels, Inc., a Texas
corporation, Database Research, Inc., a Texas corporation, Condominium
Builders, Inc., a Texas corporation, and Villages Land, Inc., a Texas
corporation, (hereinafter referred to as the "Guarantors", which term includes
any successor or additional Guarantor under the Indenture referred to in the
Note upon which this notation is endorsed), on terms and conditions provided in
the Indenture, (i) has unconditionally guaranteed (a) the due and punctual
payment of the principal of and interest, if any, on the Notes, whether at
maturity or interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue
principal of and (if lawful) interest on the Notes, (c) the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee, all in accordance with the terms set forth in the Indenture, and (d)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise and (ii) has agreed to pay any
and all costs and expenses (including reasonable attorneys' fees) incurred by
the Trustee or any Holder in enforcing any rights under this Subsidiary
Guarantee.  Capitalized terms used herein have the meanings assigned to them in
the Indenture unless otherwise indicated.

         No stockholder, Officer, director or incorporator, as such, past,
present or future, of the Guarantors shall have any personal liability under
this Subsidiary Guarantee by reason of his or its status as such stockholder,
Officer, director or incorporator.

         This Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized Officers.

                                  [Name of Guarantor]



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



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




<PAGE>   92
                                ASSIGNMENT FORM



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


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



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


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


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


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



and irrevocably appoint
                        -------------------------------------------------------

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



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



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


                                        Your Signature: 
                                                        --------------------


                   (Sign exactly as your name appears on the face of this Note)

Signature Guarantee.


<PAGE>   93
                       OPTION OF HOLDER TO ELECT PURCHASE



         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:


[ ] Section 4.10       [ ] Section 4.15



         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:  $___________



Date:_____________________    Your Signature: _________________________________
 
                                (Sign exactly as your name appears on the Note)



                           Tax Identification No.:____________________________




Signature Guarantee.




<PAGE>   94
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



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

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



</TABLE>


<PAGE>   95
                                   EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS



         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among  __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Silverleaf Resorts, Inc. (or its permitted successor), a Texas
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Norwest Bank Minnesota, National
Association, as trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of ________, 1998 providing
for the issuance of an aggregate principal amount of up to $75,000,000 of ___%
Senior Subordinated Notes due 2008 (the "Notes");

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

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

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

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

2.       Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:

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

                          (i)     the principal of and interest on the Notes
                 will be promptly paid in full when due, whether at maturity,
                 by acceleration, redemption or otherwise, and interest on the
                 overdue principal of and interest on the Notes, if any, if
                 lawful, and





                                       B-1
<PAGE>   96
                 all other obligations of the Company to the Holders or the
                 Trustee hereunder or thereunder will be promptly paid in full
                 or performed, all in accordance with the terms hereof and
                 thereof; and

                          (ii)    in case of any extension of time of payment
                 or renewal of any Notes or any of such other obligations, that
                 same will be promptly paid in full when due or performed in
                 accordance with the terms of the extension or renewal, whether
                 at stated maturity, by acceleration or otherwise.  Failing
                 payment when due of any amount so guaranteed or any
                 performance so guaranteed for whatever reason, the Guarantors
                 shall be jointly and severally obligated to pay the same
                 immediately.

                 (b)      The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the
         Notes or the Indenture, the absence of any action to enforce the same,
         any waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance
         which might otherwise constitute a legal or equitable discharge or
         defense of a Guarantor.

                 (c)      The following is hereby waived: diligence,
         presentment, demand of payment, filing of claims with a court in the
         event of insolvency or bankruptcy of the Company, any right to require
         a proceeding first against the Company, protest, notice and all
         demands whatsoever.

                 (d)      This New Subsidiary Guarantee shall not be discharged
         except by complete performance of the obligations contained in the
         Notes and the Indenture.

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

                 (f)      The Guaranteeing Subsidiary shall not be entitled to
         any right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                 (g)      As between the Guaranteeing Subsidiary, on the one
         hand, and the Holders and the Trustee, on the other hand, (x) the
         maturity of the obligations guaranteed hereby may be accelerated as
         provided in Article 6 of the Indenture for the purposes of this New
         Subsidiary Guarantee, notwithstanding any stay, injunction or other
         prohibition preventing such acceleration in respect of the obligations
         guaranteed hereby, and (y) in the event of any declaration of
         acceleration of such obligations as provided in Article 6 of the
         Indenture, such obligations (whether or not due and payable) shall
         forthwith become due and payable by the Guaranteeing Subsidiary for
         the purpose of this New Subsidiary Guarantee.





                                      B-2
<PAGE>   97
                 (h)      The Guarantors shall have the right to seek
         contribution from any non-paying Guarantor so long as the exercise of
         such right does not impair the rights of the Holders under the
         Guarantee.

                 (i)      After giving effect to any maximum amount and any
         other contingent and fixed liabilities that are relevant under any
         applicable Bankruptcy or fraudulent conveyance laws, and after giving
         effect to any collections from, rights to receive contribution from or
         payments made by or on behalf of any other Guarantor in respect of the
         obligations of such other Guarantor under Article 10 of the Indenture
         shall result in the obligations of such Guarantor under its New
         Subsidiary Guarantee not constituting a fraudulent transfer or
         conveyance.

3.       Execution and Delivery.  The Guaranteeing Subsidiary agrees that this
New Subsidiary Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of this New Subsidiary
Guarantee.

4.       Guaranteeing Subsidiary may Consolidate, Etc., On Certain Terms.

                 (a)      The Guaranteeing Subsidiary may not consolidate with
         or merge with or into (whether or not such Guaranteeing Subsidiary is
         the surviving Person) another corporation, Person or entity whether or
         not affiliated with such Guaranteeing Subsidiary unless:

                          (i)     subject to Section 10.05 of the Indenture,
                 the Person formed by or surviving any such consolidation or
                 merger (if other than a Guarantor or the Company)
                 unconditionally assumes all the obligations of such
                 Guaranteeing Subsidiary, pursuant to a supplemental indenture
                 in form and substance reasonably satisfactory to the Trustee,
                 under the Notes, the Indenture, the Subsidiary Guarantees and
                 this New Subsidiary Guarantee on the terms set forth herein or
                 therein;

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

                          (iii)   such Guaranteeing Subsidiary, or any Person
                 formed by or surviving any such consolidation or merger, would
                 have Consolidated Net Worth (immediately after giving effect
                 to such transaction) equal to or greater than the Consolidated
                 Net Worth of such Guaranteeing Subsidiary immediately
                 preceding the transaction; and

                          (iv)    the Company would be permitted by virtue of
                 the Company's pro forma Consolidated Coverage Ratio,
                 immediately after giving effect to such transaction, to incur
                 at least $1.00 of additional Indebtedness pursuant to the
                 Consolidated Coverage Ratio test set forth in the first
                 paragraph of Section 4.09 of the Indenture.





                                      3-3
<PAGE>   98
                 (b)      In case of any such consolidation, merger, sale or
         conveyance and upon the assumption by the successor corporation, by
         supplemental indenture, executed and delivered to the Trustee and
         satisfactory in form to the Trustee, of the New Subsidiary Guarantee
         endorsed upon the Notes and the due and punctual performance of all of
         the covenants and conditions of the Indenture to be performed by the
         Guaranteeing Subsidiary, such successor corporation shall succeed to
         and be substituted for the Guaranteeing Subsidiary with the same
         effect as if it had been named herein as a Guarantor.  Such successor
         corporation thereupon may cause to be signed any or all of the New
         Subsidiary Guarantees to be endorsed upon all of the Notes issuable
         hereunder which theretofore shall not have been signed by the Company
         and delivered to the Trustee.  All the New Subsidiary Guarantees so
         issued shall in all respects have the same legal rank and benefit
         under the Indenture as the Subsidiary Guarantees theretofore and
         thereafter issued in accordance with the terms of the Indenture as
         though all of such New Subsidiary Guarantees had been issued at the
         date of the execution hereof.

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

5.       Releases.

         (a)     In the event of a sale or other disposition of all of the
assets of the Guaranteeing Subsidiary, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the capital stock of the
Guaranteeing Subsidiary, then such Guaranteeing Subsidiary (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) will be
released and relieved of any obligations under this New Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, including without
limitation Section 4.10 of the Indenture. 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 the Indenture, including without limitation Section 4.10 of
the Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of the Guaranteeing Subsidiary from its
obligations under this New Subsidiary Guarantee

         (b)     Any Guarantor (including the Guaranteeing Subsidiary) not
released from its obligations under its Subsidiary Guarantee or New Subsidiary
Guarantee, as the case may be, shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under the Indenture as provided in Article 10 of the Indenture.





                                      B-4
<PAGE>   99
6.       No Recourse Against Others.  No past, present or future director,
Officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder of the
Notes by accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes.  Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.

7.       New York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

9.       Effect of Headings.  The Section headings herein are for convenience
only and shall not affect the construction hereof.

10.      The Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.





                                      B-5
<PAGE>   100
         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, ____

                                      [GUARANTEEING SUBSIDIARY]
                                      
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      SILVERLEAF RESORTS, INC.
                                      
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      DATABASE RESEARCH, INC.
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      


                                      B-6
<PAGE>   101

                                      CONDOMINIUM BUILDERS, INC.
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      SILVERLEAF HOTELS, INC.
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      SILVERLEAF TRAVEL, INC.
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      SILVERLEAF RESORT ACQUISITIONS, INC.
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      




                                      B-7
<PAGE>   102

                                      
                                      VILLAGES LAND, INC.
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:


                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      SILVERLEAF BERKSHIRES, INC.
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:


                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                       
                                      BULL'S EYE MARKETING, INC. (CALIF.)
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:


                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:
                                      
                                      
                                      
                                      BULL'S EYE MARKETING, INC. (DEL.)
                                      
                                      
                                      
                                      
                                      
                                      By:                          
                                          -------------------------
                                      Name:
                                      Title:


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


                                      B-8
<PAGE>   103
                                      NORWEST BANK MINNESOTA, N.A.
                                      as Trustee



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




                                      B-9