<PAGE>   1

                                                                     EXHIBIT 4.1


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





                          OUTDOOR COMMUNICATIONS, INC.,

                                   as Company,

                                  OCI(N) CORP.,
                                OCI(S) CORP. and
                                    OCIH LLC,

                                 as Guarantors,

                                       and

                           FIRST UNION NATIONAL BANK,

                                   as Trustee

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

                                    INDENTURE

                           Dated as of August 15, 1997

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

                                  $105,000,000

                    9 1/4% Senior Subordinated Notes due 2007






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


<PAGE>   2



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

      TIA                                                                                Indenture          
    Section                                                                               Section           
    -------                                                                               -------           
<S>                                                                                     <C>

   Section 310(a)(1)...............................................................     7.10; 12.1          
              (a)(2)...............................................................     7.10; 12.1          
              (a)(3)...............................................................     N.A.                
              (a)(4)...............................................................     N.A.                
              (b)..................................................................     7.8; 7.10; 12.2     
              (c)..................................................................     N.A.                
   Section 311(a)..................................................................     7.11                
              (b)..................................................................     7.11                
              (c)..................................................................     N.A.                
   Section 312(a)..................................................................     2.5                 
              (b)..................................................................     12.3                
              (c)..................................................................     12.3                
   Section 313(a)..................................................................     7.6                 
              (b)(1)...............................................................     7.6                 
              (b)(2)...............................................................     7.6                 
              (c)..................................................................     7.6; 12.2           
              (d)..................................................................     7.6                 
   Section 314(a)..................................................................     4.6; 4.7; 12.2      
              (b)..................................................................     N.A.                
              (c)(1)...............................................................     12.4                
              (c)(2)...............................................................     12.4                
              (c)(3)...............................................................     12.4                
              (d)..................................................................     N.A.                
              (e)..................................................................     12.5                
              (f)..................................................................     N.A.                
   Section 315(a)..................................................................     7.1(b)              
              (b)..................................................................     7.5; 12.2           
              (c)..................................................................     7.1(a)              
              (d)..................................................................     7.1(c)              
              (e)..................................................................     6.11                
   Section 316(a) (last sentence)..................................................     2.9                 
              (a)(1)(A)............................................................     6.5                 
              (a)(1)(B)............................................................     6.4                 
              (a)(2)...............................................................     N.A.                
              (b)..................................................................     6.7                 
   Section 317(a)(1)...............................................................     6.8                 
              (a)(2)...............................................................     6.9                 
              (b)..................................................................     2.4                 
   Section 318(a)..................................................................     12.1                
</TABLE>

        --------------------
        N.A. means Not Applicable.

        NOTE:     This Cross-Reference Table shall not, for any purpose, be
                  deemed to be a part of this Indenture.

        
<PAGE>   3




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                      Page
<S>                                                                                                   <C>

                                                   ARTICLE I

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions...............................................................................1
SECTION 1.2. Incorporation by Reference of Trust Indenture Act........................................22
SECTION 1.3. Rules of Construction....................................................................22

                                                   ARTICLE II

                                                 THE SECURITIES

SECTION 2.1. Form and Dating..........................................................................23
SECTION 2.2. Execution and Authentication.............................................................23
SECTION 2.3. Registrar and Paying Agent...............................................................24
SECTION 2.4. Paying Agent To Hold Money in Trust......................................................25
SECTION 2.5. Securityholder Lists.....................................................................25
SECTION 2.6. Transfer and Exchange....................................................................26
SECTION 2.7. Replacement Securities...................................................................26
SECTION 2.8. Outstanding Securities...................................................................26
SECTION 2.9. Treasury Securities......................................................................27
SECTION 2.10. Temporary Securities....................................................................27
SECTION 2.11. Cancellation............................................................................28
SECTION 2.12. Defaulted Interest......................................................................28
SECTION 2.13. CUSIP Number............................................................................28
SECTION 2.14. Deposit of Moneys.......................................................................29

                                                  ARTICLE III

                                                   REDEMPTION

SECTION 3.1. Election To Redeem; Notices to Trustee...................................................29
SECTION 3.2. Selection of Securities To Be Redeemed...................................................29
SECTION 3.3. Notice of Redemption.....................................................................30
SECTION 3.4. Effect of Notice of Redemption...........................................................31
SECTION 3.5. Deposit of Redemption Price..............................................................31
SECTION 3.6. Securities Redeemed in Part..............................................................32
</TABLE>


                                      -i-
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                                                   ARTICLE IV

                                                   COVENANTS

SECTION 4.1. Payment of Securities....................................................................32
SECTION 4.2. Maintenance of Office or Agency..........................................................32
SECTION 4.3. Corporate Existence......................................................................33
SECTION 4.4. Payment of Taxes and Other Claims........................................................33
SECTION 4.5. Maintenance of Properties; Insurance; Books and Records; Compliance with Law.............34
SECTION 4.6. Compliance Certificates..................................................................34
SECTION 4.7. Reports..................................................................................35
SECTION 4.8. Limitation on Additional Indebtedness....................................................36
SECTION 4.9. Limitation on Restricted Payments........................................................36
SECTION 4.10. Limitation on Liens.....................................................................38
SECTION 4.11. Limitation on Guarantees of Certain Indebtedness........................................39
SECTION 4.12. Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries...........39
SECTION 4.13. Asset Sales.............................................................................40
SECTION 4.14. Limitation on Transactions with Affiliates..............................................43
SECTION 4.15. Change of Control.......................................................................44
SECTION 4.16. Limitation on Issuance and Sales of Preferred Stock by Subsidiaries.....................46
SECTION 4.17. Limitation on Activities of the Company and Its Subsidiaries............................46
SECTION 4.18. Limitation on Other Senior Subordinated Debt............................................46
SECTION 4.19. Waiver of Stay, Extension or Usury Laws.................................................47

                                                   ARTICLE V

                                             SUCCESSOR CORPORATION

SECTION 5.1. Consolidation, Merger, Sale of Assets, Etc...............................................47
SECTION 5.2. Successor Entity Substituted.............................................................49
SECTION 5.3. Status of Subsidiaries...................................................................50

                                                   ARTICLE VI

                                              DEFAULT AND REMEDIES

SECTION 6.1. Events of Default........................................................................50

</TABLE>


                                      -ii-

<PAGE>   5


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<CAPTION>

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<S>                                                                                                   <C>


SECTION 6.2. Acceleration.............................................................................52
SECTION 6.3. Other Remedies...........................................................................53
SECTION 6.4. Waiver of Past Default...................................................................53
SECTION 6.5. Control by Majority......................................................................54
SECTION 6.6. Limitation on Suits......................................................................54
SECTION 6.7. Rights of Holders To Receive Payment.....................................................55
SECTION 6.8. Collection Suit by Trustee...............................................................55
SECTION 6.9. Trustee May File Proofs of Claim.........................................................55
SECTION 6.10. Priorities..............................................................................56
SECTION 6.11. Undertaking for Costs...................................................................56

                                                  ARTICLE VII

                                                    TRUSTEE

SECTION 7.1. Duties of Trustee........................................................................57
SECTION 7.2. Rights of Trustee........................................................................58
SECTION 7.3. Individual Rights of Trustee.............................................................59
SECTION 7.4. Trustee's Disclaimer.....................................................................60
SECTION 7.5. Notice of Defaults.......................................................................60
SECTION 7.6. Reports by Trustee to Holders............................................................60
SECTION 7.7. Compensation and Indemnity...............................................................61
SECTION 7.8. Replacement of Trustee...................................................................62
SECTION 7.9. Successor Trustee by Merger, Etc.........................................................63
SECTION 7.10. Eligibility; Disqualification...........................................................63
SECTION 7.11. Preferential Collection of Claims Against the Company...................................64
SECTION 7.12. Money Held in Trust.....................................................................64
SECTION 7.13. Preferred Collection of Claims..........................................................64

                                                  ARTICLE VIII

                                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1. Satisfaction and Discharge...............................................................64
SECTION 8.2. Legal Defeasance and Covenant Defeasance.................................................65
SECTION 8.3. Application of Trust Money...............................................................68
SECTION 8.4. Repayment to the Company or a Guarantor..................................................68
SECTION 8.5. Reinstatement............................................................................69

                                                   ARTICLE IX

                                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1. Without Consent of Holders...............................................................70
SECTION 9.2. With Consent of Holders..................................................................70
</TABLE>


                                     -iii-

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<CAPTION>

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<S>                                                                                                   <C>


SECTION 9.3. Compliance with Trust Indenture Act......................................................72
SECTION 9.4. Revocation and Effect of Amendments and Consents.........................................72
SECTION 9.5. Notation on or Exchange of Securities....................................................73
SECTION 9.6. Trustee To Sign Amendments, Etc..........................................................73

                                                   ARTICLE X

                                          SUBORDINATION OF SECURITIES

SECTION 10.1. Securities Subordinate to Senior Indebtedness...........................................73
SECTION 10.2. Payment Over of Proceeds upon Dissolution, etc..........................................74
SECTION 10.3. Suspension of Payment When Senior Indebtedness Is in Default............................75
SECTION 10.4. Trustee's Relation to Senior Indebtedness...............................................77
SECTION 10.5. Subrogation to Rights of Holders of Senior Indebtedness.................................77
SECTION 10.6. Provisions Solely To Define Relative Rights.............................................78
SECTION 10.7. Trustee To Effectuate Subordination.....................................................79
SECTION 10.8. No Waiver of Subordination Provisions...................................................79
SECTION 10.9. Notice to Trustee.......................................................................80
SECTION 10.10. Reliance on Judicial Order or Certificate of Liquidating Agent.........................81
SECTION 10.11. Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
                              Trustee's Rights........................................................82
SECTION 10.12. Article Applicable to Paying Agents....................................................82
SECTION 10.13. No Suspension of Remedies..............................................................82

                                                   ARTICLE XI

                                                   GUARANTEE

SECTION 11.1. Unconditional Guarantee.................................................................82
SECTION 11.2. Severability............................................................................84
SECTION 11.3. Limitation of Liability.................................................................84
SECTION 11.4. Guarantors May Consolidate, etc., on Certain Terms......................................84
SECTION 11.5. Guarantee Obligations Subordinated to Guarantor Senior Indebtedness.....................85
SECTION 11.6. Payment Over of Proceeds upon Dissolution, etc., of a Guarantor.........................85
</TABLE>


                                      -iv-

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<CAPTION>

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<S>                                                                                                   <C>


SECTION 11.7. Suspension of Guarantee Obligations When Guarantor Senior Indebtedness is
                              in Default..............................................................87
SECTION 11.8. Guarantee Provisions Solely To Define Relative Rights...................................88
SECTION 11.9. Trustee To Effectuate Subordination of Guarantee Obligations............................89
SECTION 11.10. No Waiver of Guarantee Subordination Provisions........................................89
SECTION 11.11. Guarantors To Give Notice to Trustee...................................................90
SECTION 11.12. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding
                              Dissolution, etc., of Guarantors........................................91
SECTION 11.13. Rights of Trustee as a Holder of Guarantor Senior Indebtedness;
                              Preservation of Trustee's Rights........................................92
SECTION 11.14. Article Eleven Applicable to Paying Agents.............................................92
SECTION 11.15. No Suspension of Remedies Subject to Rights of Holders of Guarantor
                              Senior Indebtedness.....................................................92
SECTION 11.16. Trustee's Relation to Guarantor Senior Indebtedness....................................92
SECTION 11.17. Waiver of Subrogation..................................................................93
SECTION 11.18. Execution of Guarantee.................................................................93
SECTION 11.19. Waiver of Stay, Extension or Usury Laws................................................94

                                                  ARTICLE XII

                                                 MISCELLANEOUS

SECTION 12.1. Trust Indenture Act Controls............................................................95
SECTION 12.2. Notices.................................................................................95
SECTION 12.3. Communications by Holders with Other Holders............................................96
SECTION 12.4. Certificate and Opinion of Counsel as to Conditions Precedent...........................96
SECTION 12.5. Statements Required in Certificate and Opinion of Counsel...............................96
SECTION 12.6. Rules by Trustee, Paying Agent, Registrar...............................................97
SECTION 12.7. Legal Holidays..........................................................................97
SECTION 12.8. Governing Law...........................................................................97
SECTION 12.9. No Recourse Against Others..............................................................97
SECTION 12.10. Successors.............................................................................98
</TABLE>


                                      -v-

<PAGE>   8


<TABLE>
<CAPTION>

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<S>                                                                                                   <C>


SECTION 12.11. Duplicate Originals....................................................................98
SECTION 12.12. Joint and Several Obligations..........................................................98
SECTION 12.13. Separability...........................................................................98
SECTION 12.14. Table of Contents, Headings, Etc.......................................................98

EXHIBIT A - Form of Security
EXHIBIT B - Form of Guarantee

</TABLE>




                                      -vi-

<PAGE>   9



                           INDENTURE dated as of August 15, 1997 by and among
OUTDOOR COMMUNICATIONS, INC., a Delaware corporation (the "Company"), the
Guarantors (as defined) and FIRST UNION NATIONAL BANK, a national banking
association, as Trustee (the "Trustee").

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of the Securities to be issued as
provided for in this Indenture. All things necessary to make the Securities the
valid and binding obligations of the Company have been done.

                  The Securities will be unconditionally guaranteed (the
"Guarantees") on a senior unsecured basis, jointly and severally, by OCI (N)
Corp., OCI (S) Corp. and OCIH LLC.

                  The parties hereto agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Securities:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1.      Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person
existing at the time such Person becomes a Subsidiary or assumed in connection
with an Asset Acquisition by such Person and not incurred in connection with, or
in anticipation of, such Person becoming a Subsidiary or such Asset Acquisition.

                  "Advertising Displays" mean all posters, signs, billboards and
other outdoor advertising displays and related sites therefor owned or leased
(as lessee) by the Company and its Subsidiaries.

                  "Affiliate" of any specified Person means any other Person
that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with") as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, none 




<PAGE>   10

                                      -2-

of The Chase Manhattan Bank or any of its Affiliates shall be deemed an
Affiliate of the Company.

                  "Affiliate Transaction" has the meaning provided in Section
4.14.

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

                  "Asset Acquisition" means (i) an Investment by the Company or
any of its Subsidiaries in any other Person pursuant to which such Person shall
become a Subsidiary of the Company or shall be consolidated or merged with the
Company or any Subsidiary of the Company, or (ii) the acquisition by the Company
or any Subsidiary of the Company of assets of any Person comprising a division
or line of business of such Person or which is otherwise outside of the ordinary
course of business, or (iii) the acquisition by the Company or any Subsidiary of
the Company of Advertising Displays of any Person with a Fair Market Value in
excess of $100,000.

                  "Asset Sale" means any direct or indirect sale, conveyance,
transfer or lease (that has the effect of a disposition and is not for security
purposes) or other disposition (that is not for security purposes) to any Person
other than the Company or a Subsidiary of the Company, in one transaction or a
series of related transactions, of (i) any Capital Stock of any Subsidiary of
the Company, (ii) any assets of the Company or any Subsidiary of the Company
which constitute substantially all of an operating unit or line of business of
the Company and its Subsidiaries, (iii) any other property or asset of the
Company or any Subsidiary of the Company outside of the ordinary course of
business or (iv) Advertising Displays of the Company or any Subsidiary of the
Company with a Fair Market Value in excess of $100,000. For the purposes of this
definition, the term "Asset Sale" shall not include (i) any disposition of
property or assets of the Company that is governed under Section 5.1, (ii) sales
of property and equipment that have become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of the Company or
any Subsidiary of the Company, as the case may be, (iii) dispositions of
property pursuant to any condemnation or other taking by any governmental
authority, provided, that any net cash proceeds of such taking are applied
pursuant to Section 4.13(a)(iii) and (iv) for purposes of Section 4.13, any
sale, conveyance, transfer, lease or other disposition of any property or asset,
whether in one transaction or a series of related transactions occurring within
one year, either 


<PAGE>   11

                                      -3-

(x) involving assets with a Fair Market Value not in excess of $500,000 or (y)
which constitutes an incurrence of a Capitalized Lease Obligation.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,
(i) cash received by the Company or any of its Subsidiaries from such Asset Sale
(including cash received as consideration for the assumption of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (a)
provision for all income or other taxes measured by or resulting from such Asset
Sale, (b) payment of all brokerage commissions, underwriting and other fees and
expenses related to such Asset Sale, (c) provision for minority interest holders
in any Subsidiary of the Company as a result of such Asset Sale and (d)
deduction of appropriate amounts to be provided by the Company or such
Subsidiary as a reserve, in accordance with GAAP, against any liabilities
associated with the assets sold or disposed of in such Asset Sale and retained
by the Company or such Subsidiary after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale,
and (ii) promissory notes and other non-cash consideration received by the
Company or any Subsidiary from such Asset Sale or other disposition upon the
liquidation or conversion of such notes or non-cash consideration into cash.

                  "Available Asset Sale Proceeds" means, with respect to any
Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that has not
been applied in accordance with Section 4.13(a)(iii).

                  "Average Life to Stated Maturity" means, with respect to any
Indebtedness, as at any date of determination, the quotient obtained by dividing
(i) the sum of the products of (a) the number of years (or any fraction thereof)
from such date to the date or dates of each successive scheduled principal
payment (including, without limitation, any sinking fund requirements) of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

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



<PAGE>   12

                                      -4-

                  "Board" of any Person means the board of directors, management
committee or other governing body of such Person.

                  "Board Resolution" means a copy of a resolution certified by a
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the board of directors of the Company to be in full force and effect on the date
of such certification, and delivered to the Trustee.

                  "Business Day" means any day except a Saturday, a Sunday or
any day on which banking institutions in New York, New York, are required or
authorized by law or other governmental action to be closed.

                  "Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

                  "Capitalized Lease Obligations" means Indebtedness represented
by obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and for purposes of this definition,
the amount of such Indebtedness shall be the capitalized amount of such
obligations determined in accordance with GAAP.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by 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
months and overnight bank deposits, in each case with any lender party to the
New Credit Facility or 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, (v) commercial paper having a rating of at least P1 from
Moody's or a rating of at least Al from S&P and (vi) money market mutual or
similar funds having assets in excess of $100 million.



<PAGE>   13

                                      -5-

                  "Change of Control" means the occurrence of any of the
following events (whether or not approved by the Board of Directors of the
Company); (i) any Person (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, including any group acting for the purpose of acquiring,
holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under
the Exchange Act), other than one or more Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have "beneficial ownership" of all
shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of
an event or otherwise), directly or indirectly, of more than 50% of the total
voting power of the then outstanding Voting Stock of the Company; (ii) the
Company consolidates with, or merges with or into, another Person (other than
the Company or a Wholly Owned Subsidiary) or the Company or any of its
Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of the assets of the Company and its Subsidiaries
(determined on a consolidated basis) to any Person (other than the Company or
any Wholly Owned Subsidiary), other than any such transaction where immediately
after such transaction the Person or Persons that "beneficially owned" (as
defined in Rules 13d-3 and 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 exercisable immediately
or only after the passage of time) immediately prior to such transaction,
directly or indirectly, a majority of the total voting power of the then
outstanding Voting Stock of the Company, as the case may be, "beneficially own"
(as so determined), directly or indirectly, a majority of the total voting power
of the then outstanding Voting Stock of the surviving or transferee Person;
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Company was approved by
a vote of a majority of the directors of the Company then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company then in office;
or (iv) the Company is liquidated or dissolved or adopts a plan of liquidation
or dissolution other than in a transaction which complies with the provisions
described in Section 5.1.




<PAGE>   14

                                      -6-

                  "Change of Control Date" has the meaning provided in Section
4.15.

                  "Change of Control Offer" has the meaning provided in Section
4.15.

                  "Change of Control Payment Date" has the meaning provided in
Section 4.15.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means all Capital Stock of such
Person that is generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

                  "Company" means the party named as such in this Indenture
until a successor replaces it in accordance with the terms of this Indenture and
thereafter means such successor.

                  "Consolidated Interest Expense" means, with respect to any
Person, for any period, the aggregate amount of interest that, in conformity
with GAAP, would be set forth opposite the caption "interest expense" or any
like caption on an income statement for such Person and its Subsidiaries on a
consolidated basis (including, but not limited to, imputed interest included in
Capitalized Lease Obligations, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, the net costs associated with hedging obligations, amortization of
other financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other non-cash
interest expense (other than interest amortized to cost of sales)) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, plus the amount
of all dividends or distributions paid on Disqualified Capital Stock (other than
dividends paid or payable in shares of Capital Stock of the Company); provided,
however, that deferred financing costs shall be excluded from the definition of
Consolidated Interest Expense.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate of the Net Income of such 




<PAGE>   15

                                      -7-

Person and its Subsidiaries for such period, on a consolidated basis, determined
in accordance with GAAP; provided, however, that (i) the Net Income (but not
loss) of any Person that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or distributions
paid in cash to the referent Person or a Subsidiary thereof, (ii) the Net Income
of any Subsidiary of such Person shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that Net Income to such Person or one of its other Subsidiaries is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that 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, (iv) extraordinary gains and losses shall be excluded from
Consolidated Net Income and (v) the cumulative effect of a change in accounting
principles shall be excluded.

                  "consolidation" means, with respect to the Company, the
consolidation of the accounts of its Subsidiaries with those of the Company, all
in accordance with GAAP.

                  "covenant defeasance" has the meaning provided in Section 8.2.

                  "Cumulative Consolidated Interest Expense" means, as of any
date of determination, Consolidated Interest Expense of the Company from the
Issue Date to the end of the Company's most recently ended full fiscal quarter
prior to such date, taken as a single accounting period.

                  "Cumulative EBITDA" means, as of any date of determination,
EBITDA of the Company from the Issue Date to the end of the Company's most
recently ended full fiscal quarter prior to such date, taken as a single
accounting period.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect against fluctuations in currency values.

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




<PAGE>   16
                                      -8-


                  "Default Amount" means 100% of the principal amount of all
outstanding Securities, plus accrued and unpaid interest, if any, thereon and
any applicable premium thereon.

                  "Defeasance Trust" has the meaning provided in Section 8.2.

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness and Guarantor Senior Indebtedness under or in respect of the New
Credit Facility and (ii) any other Senior Indebtedness in an aggregate principal
amount of not less than $25,000,000 (or commitment thereof) that, at the time of
the Incurrence of such Indebtedness, is specifically designated in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness" by the Company.

                  "Designation Amount" has the meaning provided in Section 4.16.

                  "Disinterested Director" means, with respect to any
transaction or series of transactions, a member of the Board of the Company, as
the case may be, other than any such Board member who has any material direct or
indirect financial interest in or with respect to such transaction or series of
transactions.

                  "Disqualified Capital Stock" means any Capital Stock of the
Company or any of its Subsidiaries that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable at the
option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the final maturity date of the Securities, for cash and/or securities
constituting Indebtedness, provided, however, that (i) such Capital Stock shall
only constitute Disqualified Capital Stock to the extent it so matures or is
redeemable or exchangeable at the option of the holder thereof on or prior to
the final maturity date of the Securities and (ii) Preferred Stock that is
issued with the benefit of provisions requiring a change of control offer to be
made for such Preferred Stock in the event of a change of control of the
Company, which provisions have substantially the same effect as Section 4.15,
shall not be deemed to be Disqualified Capital Stock solely by virtue of such
provisions.

                  "EBITDA" means, for any Person, for any period, an amount
equal to (a) the sum of, without duplication, 




<PAGE>   17
                                      -9-


Consolidated Net Income for such period, plus, to the extent reducing such
Consolidated Net Income, (i) the provision for taxes for such period based on
income or profits to the extent such income or profits were included in
computing Consolidated Net Income and any provision for taxes utilized in
computing net loss under clause (i) hereof, plus (ii) Consolidated Interest
Expense for such period, plus (iii) depreciation for such period on such
consolidated basis, plus (iv) amortization of intangibles for such period on a
consolidated basis, plus (v) any other non-cash items reducing Consolidated Net
Income for such period, minus (b) all non-cash items increasing Consolidated Net
Income for such period, all for such Person and its Subsidiaries determined in
accordance with GAAP, except that with respect to the Company each of the
foregoing items shall be determined on a consolidated basis with respect to the
Company and the Subsidiaries only; and provided, however, that, for purposes of
calculating EBITDA during any fiscal quarter, cash income from a particular
Investment of such Person (other than a consolidated Subsidiary of the Company)
shall be included only (x) if cash income has been received by such Person with
respect to such Investment during each of the previous four fiscal quarters, or
(y) if the cash income derived from such Investment is attributable to Cash
Equivalents.

                  "Event of Default" has the meaning provided in Section 6.1.

                  "Excess Proceeds" means, with respect to any Asset Sale, the
then Available Asset Sale Proceeds less any such Available Asset Sale Proceeds
that are required to be applied and are applied in accordance with Section
4.13(a).

                  "Excess Proceeds Payment Date" has the meaning provided in
Section 4.13(a).

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

                  "Fair Market Value" means, with respect to any asset or
property, the price that could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under pressure or compulsion to complete the transaction. Unless
otherwise specified in this Indenture, Fair Market Value shall be determined by
the Board acting in good faith and shall be evidenced by a Board Resolution
delivered to the Trustee.


<PAGE>   18
                                      -10-



                  "GAAP" means generally accepted accounting principles
consistently applied as in effect in the United States on the Issue Date.

                  "guarantee" means, as applied to any obligation, (i) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
of all of such obligation and (ii) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.

                  "Guarantee" has the meaning provided in the third introductory
paragraph hereto.

                  "Guarantor" means each of the Subsidiaries of the Company
named as a Guarantor herein and any successor thereof until a Guarantor is
released in accordance with this Indenture.

                  "Guarantor Senior Indebtedness" means the principal of and
premium, if any, and interest (including, without limitation, interest accruing
or that would have accrued but for the filing of a bankruptcy, reorganization or
other insolvency proceeding whether or not such interest constitutes an
allowable claim in such proceeding) on, and any and all other fees, charges,
expense reimbursement obligations and other amounts due pursuant to the terms of
all agreements, documents and instruments providing for, creating, securing or
evidencing or otherwise entered into in connection with (a) all obligations of
the Guarantors owed to lenders under the New Credit Facility, (b) all
obligations of the Guarantors with respect to any Interest Rate Agreement, (c)
all obligations of the Guarantors to reimburse any bank or other person in
respect of amounts paid under letters of credit, acceptances or other similar
instruments, (d) all other Indebtedness of the Guarantors that does not provide
that it is to rank pari passu with or subordinate to the Securities and (e) all
deferrals, renewals, extensions and refundings of, and amendments, modifications
and supplements to, any of the Guarantor Senior Indebtedness described above.
Notwithstanding anything to the contrary in the foregoing, Guarantor Senior
Indebtedness will not include (i) Indebtedness of the Guarantors to any of their
Subsidiaries, (ii) Indebtedness represented by the Securities or any Guarantees
thereof, (iii) any Indebtedness designated as subordinated or 


<PAGE>   19
                                      -11-



junior in right of payment to any other Indebtedness of the Guarantors, or (iv)
any trade payable arising from the purchase of goods or materials or for
services obtained in the ordinary course of business, (v) any obligation that is
by operation of law or judicial decision subordinate to any general unsecured
obligations of the Guarantors or (vi) Indebtedness of the Guarantors to the
extent that such Indebtedness is owed to and held by Federal, State, local or
other governmental authority.

                  "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such person (and "incurrence," "incurred," "incurrable," and "incurring"
shall have meanings correlative to the foregoing); provided that a change in
GAAP that by itself results in an obligation of such Person that exists at such
time becoming Indebtedness shall not be deemed an incurrence of such
Indebtedness.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, that is for borrowed money (whether or not the recourse
of the lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding, without limitation, any balances that constitute accounts
payable or trade payables, and other accrued liabilities arising in the ordinary
course of business) if and to the extent any of the foregoing indebtedness would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, and shall also include, to the extent not otherwise included (i) any
Capitalized Lease Obligations, (ii) obligations secured by a lien to which the
property or assets owned or held by such Person is subject, whether or not the
obligation or obligations secured thereby shall have been assumed, (iii)
guarantees of items of other Persons which would be included within this
definition for such other Persons (whether or not such items would appear upon
the balance sheet of the guarantor), (iv) all obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, 


<PAGE>   20
                                      -12-



(v) Disqualified Capital Stock of such Person or any of its Subsidiaries and
(vi) obligations of any such Person under any Interest Rate Agreement applicable
to any of the foregoing (if and to the extent such Interest Rate Agreement
obligations would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP). The amount of Indebtedness of any Person at
any date shall be the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent obligations, the
maximum liability upon the occurrence of the contingency giving rise to the
obligation, provided that (i) the amount outstanding at any time of any
Indebtedness issued with original issue discount, including the Notes, is the
principal amount of such Indebtedness less the remaining unamortized portion of
the original issue discount of such Indebtedness at such time as determined in
conformity with GAAP, (ii) Indebtedness shall not include any liability for
federal, state, local or other taxes and (iii) the principal amount of any
Indebtedness shall be reduced by the aggregate amount of Cash Equivalents of the
Company and its Subsidiaries that are pledged to secure and are required to be
applied solely to the repayment of the principal of such Indebtedness.
Notwithstanding any other provision of the foregoing definition, any trade
payable arising from the purchase of goods or materials or for services obtained
in the ordinary course of business shall not be deemed to be "Indebtedness" of
the Company or any of its Subsidiaries for purposes of this definition.

                  "Indenture" means this Indenture as amended or supplemented
from time to time pursuant to the terms hereof.

                  "Interest Payment Date," when used with respect to any
Security, means the stated maturity of an installment of interest specified in
such Security.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect the party indicated therein
against fluctuations in interest rates.

                  "Investments" means, directly or indirectly, any advance, loan
or other extension of credit (including by means of a guarantee) or capital
contribution to (by means of transfers of property to others, payments for
property or services for the account or use of others or otherwise) the
acquisition, by purchase or otherwise, of any stock, bonds, notes, debentures,
partnership or joint venture interests or other securities or 


<PAGE>   21
                                      -13-



other evidence of beneficial interest of any Person. Investments shall exclude
extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices. In addition to the foregoing, any foreign exchange
contract, currency swap, Interest Rate Agreement or similar agreement shall
constitute an Investment.

                  "Issue Date" means the date the Securities are first issued by
the Company and authenticated by the Trustee under this Indenture.

                  "legal defeasance" has the meaning provided in Section 8.2.

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

                  "Leverage Ratio" means the ratio of (i) the sum of the
aggregate outstanding amount of Indebtedness of the Company and its Subsidiaries
as of the date of calculation on a consolidated basis in accordance with GAAP to
(ii) the Company's EBITDA for the four full fiscal quarters (the "Four Quarter
Period") ending on or prior to the date of determination for which financial
statements are available. For purposes of this definition, the Company's
"EBITDA" shall be calculated on a pro forma basis after giving effect to any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Company or one of its Subsidiaries (including any Person who becomes a
Subsidiary of the Company as a result of such Asset Acquisition) incurring,
assuming or otherwise becoming liable for Indebtedness) at any time on or
subsequent to the first day of the Four Quarter Period and on or prior to the
date of determination, as if such Asset Sale or Asset Acquisition (including any
EBITDA associated with such Asset Acquisition and including any pro forma
expense and cost reductions determined in accordance with Article 11 of
Regulation S-X) occurred on the first day of the Four Quarter Period.

                  "Lien" means with respect to any property or assets of any
Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property or assets
(including without limitation, any Capitalized Lease Obligation, conditional
sales, or other title retention 


<PAGE>   22
                                      -14-



agreement having substantially the same economic effect as any of the
foregoing).

                  "Maturity Date" means, with respect to any Security, the date
specified in such Security as the fixed date on which principal of such Security
is due and payable.

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

                  "Net Income" means, with respect to any Person for any period,
the net income (loss) of such Person determined in accordance with GAAP.

                  "New Credit Facility" means that certain Credit Agreement,
dated as of August 15, 1997 by and among the Company, the Guarantors, The Chase
Manhattan Bank, as administrative agent and as a lender, and certain banks,
financial institutions and other entities, as lenders, including any related
notes, letters of credit issued thereunder, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, increased, replaced or
refinanced, in whole or in part, from time to time, whether or not with the same
lenders or agents.

                  "Non-Payment Event of Default" means any event (other than a
Payment Default) the occurrence of which entitles one or more Persons to
accelerate the maturity of any Designated Senior Indebtedness.

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

                  "Officer" means Chairman of the Board and the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary, of the Company or any Guarantor, as the case may be.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman, Chief Executive Officer, the President or
any Vice President and the Chief Financial Officer or any Treasurer of such
Person that shall comply with applicable provisions of the Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee, which may include 



<PAGE>   23
                                      -15-



(if acceptable to the Trustee) an individual employed as counsel to the Company
or a Guarantor.

                  "Other Pari Passu Debt" means Indebtedness of the Company or
any Subsidiary Guarantor that neither constitutes Senior Indebtedness nor
Guarantor Senior Indebtedness, as applicable, nor Subordinated Indebtedness.

                  "Other Pari Passu Debt Pro Rata Share" means the amount of the
applicable Available Asset Sale Proceeds obtained by multiplying the amount of
such Available Asset Sale Proceeds by a fraction, (i) the numerator of which is
the aggregate accreted value and/or principal amount, as the case may be, of all
Other Pari Passu Debt outstanding at the time of the applicable Asset Sale with
respect to which the Company is required to use Available Asset Sale Proceeds to
repay or make an offer to purchase or repay and (ii) the denominator of which is
the sum of (a) the aggregate principal amount of all Securities outstanding at
the time of the applicable Asset Sale and (b) the aggregate principal amount or
the aggregate accreted value, as the case may be, of all Other Pari Passu Debt
outstanding at the time of the applicable Asset Sale Offer with respect to which
the Company is required to use the applicable Available Asset Sale Proceeds to
offer to repay or make an offer to purchase or repay.

                  "Paying Agent" has the meaning provided in Section 2.3.

                  "Payment Default" means any default, whether or not any
requirement for the giving of notice, the lapse of time or both, or any other
condition to such default becoming an event of default has occurred, in the
payment of principal of (or premium, if any) or interest on or any other amount
payable in connection with Designated Senior Indebtedness.

                  "Permitted Asset Swap" means the exchange of any interest of
the Company or any of its Subsidiaries in any Advertising Display or Displays
for a similar interest in an Advertising Display or Displays of a Person other
than the Company or such Subsidiary; provided that (i) the aggregate Fair Market
Value of the Advertising Display or Displays being transferred by the Company or
such Subsidiary is not greater than the aggregate Fair Market Value of the
Advertising Display or Displays received by the Company or such Subsidiary in
such exchange, or (ii) if the aggregate Fair Market Value of the Advertising
Display or Displays being transferred by the Company or such Subsidiary is
greater than the aggregate Fair Market 


<PAGE>   24
                                      -16-



Value of the Advertising Display or Displays received by the Company or such
Subsidiary in such exchange, so long as the Company or such Subsidiary receives
cash or other property with a Fair Market Value equal to the difference between
the Fair Market Value of the Advertising Display or Displays being transferred
by the Company or such Subsidiary and the Fair Market Value of the Advertising
Display or Displays received by the Company or such Subsidiary in such exchange,
the transaction shall be bifurcated and treated as a "Permitted Asset Swap" to
the extent of the Fair Market Value of the Advertising Display or Displays
received by the Company or such Subsidiary in such exchange, and as an "Asset
Sale" to the extent of the difference between the Fair Market Value of the
Advertising Display or Displays being transferred by the Company or such
Subsidiary and the Fair Market Value of the Advertising Display or Displays
received by the Company or such Subsidiary in such exchange.

                  "Permitted Holders" means Media/Communications Partners II
Limited Partnership, John C. Stanley IV and A.B. Isbell and their controlled
Affiliates.

                  "Permitted Indebtedness" means each of the following: (i)
Indebtedness of the Company and the Guarantors under the New Credit Facility in
an amount not to exceed $200,000,000, less the aggregate amount of all principal
repayments thereunder (to the extent, in the case of payments of revolving
credit Indebtedness, that the corresponding commitments have been permanently
reduced) or scheduled payments actually made thereunder; (ii) Indebtedness under
the Securities and the Guarantees; (iii) (i) Indebtedness of any Subsidiary of
the Company owed to and held by the Company or a Subsidiary of the Company and
(ii) Indebtedness of the Company owed to and held by any Subsidiary of the
Company; provided that an incurrence of Indebtedness shall be deemed to have
occurred upon (x) any sale or other disposition (excluding assignments as
security to financial institutions) of any Indebtedness of the Company or a
Subsidiary of the Company referred to in this clause (iii) to a Person (other
than the Company or a Subsidiary of the Company) or (y) any sole or other
disposition of Capital Stock of a Subsidiary of the Company which holds
Indebtedness of the Company or another Subsidiary of the Company such that such
Subsidiary, in any such case, ceases to be a Subsidiary of the Company; (iv)
Interest Rate Agreements of the Company and/or any Subsidiary of the Company
relating to (i) Indebtedness of the Company and/or such Subsidiary, as the case
may be (which Indebtedness (x) bears interest at fluctuating interest rates and
(y) is otherwise permitted to be incurred under Section 4.8), 


<PAGE>   25
                                      -17-



and/or (ii) Indebtedness (which Indebtedness would bear interest at fluctuating
interest rates) for which a lender has provided a commitment (subject to
customary conditions) in an amount reasonably anticipated to be incurred by the
Company and/or a Subsidiary of the Company in the following 12 months after such
Interest Rate Agreement has been incurred, but only to the extent, in the case
of either subclause (i) or (ii), that the notional principal amount of such
Interest Rate Agreements does not exceed the principal amount of the
Indebtedness (and/or Indebtedness subject to commitments) to which such Interest
Rate Agreements relate; (v) Purchase Money Indebtedness and Capitalized Lease
Obligations of the Company and/or any Subsidiary of the Company incurred to
acquire property in the ordinary course of business, which Purchase Money
Indebtedness and Capitalized Lease Obligations do not in the aggregate exceed 5%
of the Company's consolidated total assets; (vi) Indebtedness ("Refinancing
Indebtedness") of the Company and/or any Subsidiary of the Company to the extent
it represents a replacement, renewal, refinancing or extension (a "Refinancing")
of outstanding Indebtedness of the Company and/or of any Subsidiary of the
Company incurred or outstanding pursuant to clause (ii) or (vii) of this
definition or the proviso to Section 4.8, provided that (1) Indebtedness of the
Company may not be Refinanced to such extent under this clause (vi) with
Indebtedness of any Subsidiary of the Company and (2) any such Refinancing shall
only be permitted under this clause (vi) to the extent that (x) it does not
result in a lower Average Life to Stated Maturity as defined of such
Indebtedness as compared with the Indebtedness being Refinanced and (y) it does
not exceed the sum of the principal amount (or, if such Indebtedness provides
for a lesser amount to be due and payable upon a declaration of acceleration
thereof, an amount no greater than such lesser amount) of the Indebtedness being
Refinanced plus the amount of accrued interest thereon and the amount of any
reasonably determined prepayment premium necessary to accomplish such
Refinancing and such reasonable fees and expenses incurred in connection
therewith; and (vii) in addition to the items referred to above, Indebtedness of
the Company and/or any Subsidiary of the Company having an aggregate principal
amount not to exceed $25,000,000 at any time outstanding.

                  "Permitted Investments" means (i) Investments in any of the
Securities; (ii) Investments in Cash Equivalents; (iii) Investments by the
Company or any of its Subsidiaries in a Subsidiary of the Company or another
Person, if as a result of such Investment (a) such other Person becomes a
Subsidiary of the Company or (b) such other Person is merged or consolidated
with or into, or transfers or conveys all or substantially all 



<PAGE>   26
                                      -18-



of its assets to, the Company or a Subsidiary of the Company; (iv) Investments
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers, in each case arising in the ordinary course of
business; (v) Investments in Interest Rate Agreements permitted by Section 4.8;
and (vi) loans or advances to officers or employees of the Company and its
Subsidiaries in the ordinary course of business for bona fide business purposes
of the Company and its Subsidiaries (including travel and moving expenses) not
in excess of $1,000,000 in the aggregate at any one time outstanding.

                  "Permitted Junior Securities" means unsecured equity
securities or subordinated securities of an issuer as reorganized or readjusted
or securities of the Company or any other company, trust, corporation or
partnership provided for by a plan of reorganization or readjustment that, in
the case of any such subordinated securities is junior or the payment of which
is otherwise subordinated, at least to the extent provided in this Indenture
with respect to the Securities, to the payment and satisfaction in full in cash
of all Senior Indebtedness of the Company at the time outstanding, and to the
payment of all securities issued in exchange therefor, to the holders of the
Senior Indebtedness at the time outstanding and that has no shorter a maturity
than the Securities.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, that entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

                  "principal" of a debt security (including the Securities)
means the principal amount of the security plus, when appropriate, the premium,
if any, on the security. Such amount shall, if applicable, be calculated by
reference to the last sentence of "Indebtedness."

                  "Public Equity Offering" means a public offering by the
Company of shares of its common stock on a primary basis pursuant to a
registration statement filed and declared 


<PAGE>   27
                                      -19-



effective pursuant to the Securities Act for gross proceeds of not less than
$20,000,000 in cash.

                  "Purchase Money Indebtedness" means any Indebtedness incurred
in the ordinary course of business by a Person to finance the cost (including
the cost of construction) of an item of property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.

                  "Redemption Date" means, with respect to any Security, the
date on which such Security is to be redeemed by the Company pursuant to the
terms of the Securities.

                  "Registrar" has the meaning provided in Section 2.3.

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution or payment on
Capital Stock of the Company or any of its Subsidiaries or any payment made to
the direct or indirect holders (in their capacities as such) of Capital Stock of
the Company or any of its Subsidiaries (other than (x) dividends or
distributions payable solely in Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase Capital Stock (other than
Disqualified Stock), and (y) in the case of Subsidiaries of the Company,
dividends or distributions payable to the Company or to a Wholly Owned
Subsidiary or dividends or distributions made on a pro rata basis to all holders
of Capital Stock of a Restricted Subsidiary), (ii) the purchase, redemption or
other acquisition or retirement for value of any Capital Stock of the Company or
any of its Subsidiaries (other than Capital Stock owned by the Company or a
Subsidiary of the Company), (iii) the making of any principal payment on, or the
purchase, defeasance, repurchase, redemption or other acquisition or retirement
for value, prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund payment, of any Subordinated Indebtedness other than Subordinated
Indebtedness acquired in anticipation of satisfying a scheduled sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of acquisition) and (iv) the making of any Investment in any
Person other than a Permitted Investment.

                  "S&P" means Standard & Poor's Corporation.

                  "Securities" means the 9 1/4% Senior Subordinated Notes due
2007 issued, authenticated and delivered under this 

<PAGE>   28
                                      -20-


Indenture, as amended or supplemented from time to time pursuant to the terms of
this Indenture.

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

                  "Senior Indebtedness" means the principal of and premium, if
any, and interest (including, without limitation, interest accruing or that
would have accrued but for the filing of a bankruptcy, reorganization or other
insolvency proceeding whether or not such interest constitutes an allowable
claim in such proceeding) on, and any and all other fees, charges, expense
reimbursement obligations and other amounts due pursuant to the terms of all
agreements, documents and instruments providing for, creating, securing or
evidencing or otherwise entered into in connection with (a) all obligations of
the Company owed to lenders under the New Credit Facility, (b) all obligations
of the Company with respect to any Interest Rate Agreement, (c) all obligations
of the Company to reimburse any bank or other person in respect of amounts paid
under letters of credit, acceptances or other similar instruments, (d) all other
Indebtedness of the Company that does not provide that it is to rank pari passu
with or subordinate to the Securities and (e) all deferrals, renewals,
extensions and refundings of, and amendments, modifications and supplements to,
any of the Senior Indebtedness described above. Notwithstanding anything to the
contrary in the foregoing, Senior Indebtedness will not include (i) Indebtedness
of the Company to any of its Subsidiaries, (ii) Indebtedness represented by the
Securities, (iii) any Indebtedness designated as subordinated or junior in right
of payment to any other Indebtedness of the Company, or (iv) any trade payable
arising from the purchase of goods or materials or for services obtained in the
ordinary course of business, (v) any obligation that is by operation of law or
judicial decision subordinate to any general unsecured obligations of the
Company or (vi) Indebtedness of the Company to the extent that such Indebtedness
is owed to and held by Federal, State, local or other governmental authority.

                  "Significant Subsidiary" means any Subsidiary of the Company
that would be a "significant subsidiary" as defined in Article I, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act as such Act may be
amended from time to time.

                  "Subordinated Indebtedness" means with respect to the Company,
Indebtedness of the Company that is expressly subordinated in right of payment
to the Securities or, with respect to 


<PAGE>   29
                                      -21-



any Guarantor, Indebtedness of such Guarantor that is expressly subordinated in
right of payment to the Guarantee of such Guarantor.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with the first-named Person for
financial statement purposes.

                  "Surviving Entity" has the meaning provided in Section 5.1.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date of this Indenture.

                  "Trust Officer" means an officer or assistant officer of the
Trustee assigned to the corporate trustee department (or any successor group) of
the Trustee, or any successor to such department and assigned by the Trustee to
administer this Indenture or, in the case of a successor trustee, an officer or
assistant officer assigned to the department, division or group performing the
corporate trust work of such successor.

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

                  "U.S. Government Obligations" has the meaning provided in
Section 8.2(d).

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



<PAGE>   30
                                      -22-


                  "Voting Stock" means, with respect to any Person, securities
of any class or classes of Capital Stock in such Person entitling the holders
thereof to vote under ordinary circumstances in the election of members of the
board of directors or other governing body of such Person.

                  "Wholly Owned Subsidiary" means any Subsidiary of the Company,
all of the outstanding voting securities (other than directors' qualifying
shares) of which are owned, directly or indirectly, by the Company.

                  SECTION 1.2.      Incorporation by Reference of Trust
                                    Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision shall be deemed incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

                  (a) "indenture securities" means the Securities;

                  (b) "indenture security holder" means a Holder or
         Securityholder;

                  (c) "indenture to be qualified" means this Indenture;

                  (d) "indenture trustee" or "institutional trustee" means the
         Trustee; and

                  (e) "obligor" on the indenture securities means the Company,
         each Guarantor or any other obligor on the Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings so assigned to them
therein.

                  SECTION 1.3.      Rules of Construction.

                  Unless the context otherwise requires:

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

                  (b) "or" is not exclusive;

<PAGE>   31
                                      -23-



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

                  (d) "herein," "hereof" and other words of similar import refer
         to this Indenture as a whole and not to any particular Article, Section
         or other Subsection; and

                  (e) unless otherwise specified herein, all accounting terms
         used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP.

                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.1.      Form and Dating.

                  The Securities and the Trustee's certificates of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is annexed hereto and hereby incorporated in and expressly
made a part of this Indenture. The Securities may have notations, legends or
endorsements (including notations relating to any Guarantee) required by law,
rule or usage to which the Company or any Guarantor is subject. Each Security
shall be dated the date of its authentication. The terms and provisions
contained in the Securities shall constitute, and are expressly made, a part of
this Indenture.

                  SECTION 2.2.      Execution and Authentication.

                  Two Officers (each of whom shall have been duly authorized by
all requisite partnership or corporate action, as the case may be) shall execute
the Securities on behalf of the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security or at any time
thereafter, the Security shall be valid nevertheless.

                  A Security shall not be valid until an authorized officer of
the Trustee manually signs the certificate of authentication on the Security.
Such signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.



<PAGE>   32
                                      -24-



                  The Trustee shall authenticate Securities for original issue
in an aggregate principal amount not to exceed $105,000,000 upon receipt of the
Officers' Certificate of the Company signed by two Officers of the Company
directing the Trustee to authenticate the Securities and certifying that all
conditions precedent to the issuance of the Securities contained herein have
been complied with. The Officer's Certificate shall specify the amount of the
Securities to be authenticated and the date on which the Securities are to be
authenticated. The aggregate principal amount of Securities outstanding at any
time may not exceed $105,000,000, except as provided in Section 2.8.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. Such authenticating agent shall
have the same rights as the Trustee in any dealings hereunder with the Company
or with any of the Company's Affiliates.

                  The Securities shall be issuable in fully registered form
only, without coupons, in denominations of $1,000 principal amount and any
integral multiple thereof.

                  SECTION 2.3.      Registrar and Paying Agent.

                  The Company shall maintain an office or agency (which shall be
located in the City of Charlotte, State of North Carolina) where (a) Securities
may be presented for registration of transfer or for exchange (the "Registrar"),
(b) Securities may be presented for payment (the "Paying Agent") and (c) notices
and demands to or upon the Company and any Guarantor in respect of the
Securities, the Guarantees and this Indenture may be served. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent. Neither
the Company nor any Affiliate thereof may act as Paying Agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture that shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name 



<PAGE>   33
                                      -25-



and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.7.

                  The Company initially appoints the Trustee located at the
address set forth in Section 12.2 as Registrar, Paying Agent and agent for
service of notices and demands in connection with the Securities, the Guarantees
and this Indenture.

                  SECTION 2.4.      Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities (whether such money has
been paid to it by the Company or any other obligor on the Securities), and the
Company and the Paying Agent shall notify the Trustee of any default by the
Company (or any other obligor on the Securities) in making any such payment.
Money held in trust by the Paying Agent need not be segregated except as
required by law and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require the Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default specified in Section 6.1(a)(i) or (ii), upon written
request to the Paying Agent, require such Paying Agent to pay forthwith all
money so held by it to the Trustee and to account for any funds disbursed. Upon
making such payment, the Paying Agent shall have no further liability for the
money delivered to the Trustee.

                  SECTION 2.5.      Securityholder 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 the Holders of Securities. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least five 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 Securities, if any.


<PAGE>   34
                                      -26-



                  SECTION 2.6.      Transfer and Exchange.

                  (a) When Securities are presented to the Registrar or a
co-registrar with a request from the Holder of such Securities to register a
transfer, the Registrar shall register the transfer as requested. Every Security
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing.

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations, of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
the office or agency maintained for such purpose pursuant to Section 2.3.

                  To permit registrations of transfers and exchanges, the
Company shall issue and execute and the Trustee shall authenticate new
Securities evidencing such transfer or exchange at the Registrar's request.

                  SECTION 2.7.      Replacement Securities.

                  If a mutilated Security is surrendered to the Registrar or the
Trustee or if the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall issue and the Trustee shall authenticate a replacement Security.
If required by the Trustee or the Company, an indemnity bond shall be posted,
sufficient in the judgment of each of the Company and the Trustee to protect the
Company, the Trustee or any Paying Agent from any loss that any of them may
suffer if such Security is replaced. The Company may charge such Holder for the
Company's reasonable out-of-pocket expenses in replacing such Security and the
Trustee may charge the Company for the Trustee's expenses in replacing such
Security. Every replacement Security shall constitute an additional obligation
of the Company.

                  SECTION 2.8.      Outstanding Securities.

                  Securities outstanding at any time are all Securities that
have been authenticated by the Trustee except for (a) those cancelled by it, (b)
those delivered to it for cancellation, (c) to the extent set forth in Sections
8.1 and 8.2, on or after the date on which the conditions set forth in 


<PAGE>   35
                                      -27-



Section 8.1 or 8.2 have been satisfied, those Securities theretofore
authenticated and delivered by the Trustee hereunder and (d) those described in
this Section 2.8 as not outstanding. Subject to Section 2.9, a Security does not
cease to be outstanding because the Company or one of its Affiliates holds the
Security.

                  If a Security is replaced pursuant to Section 2.7, it ceases
to be outstanding unless the Trustee receives an Officer's Certificate stating
that the replaced Security is held by a bona fide purchaser in whose hands such
Security is a legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date or on any optional redemption date, money sufficient to pay all
accrued interest and principal with respect to such Securities payable on that
date and is not prohibited from paying such money to the Holders thereof
pursuant to the terms of this Indenture, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.9.      Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any declaration of acceleration or notice
of default or direction, waiver or consent or any amendment, modification or
other change to this Indenture, Securities owned by the Company, a Guarantor or
an Affiliate of the Company shall be disregarded as though they were not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent or any
amendment, modification or other change to this Indenture, only Securities that
the Trustee actually knows are so owned shall be so disregarded.

                  SECTION 2.10.     Temporary Securities.

                  Until definitive Securities are prepared and ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities. Until such 


<PAGE>   36
                                      -28-



exchange, temporary Securities shall be entitled to the same rights, benefits
and privileges as definitive Securities.

                  SECTION 2.11.     Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment or purchase. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation or purchase and return such Securities to the Company. The Company
may not reissue or resell, or issue new Securities to replace, Securities that
the Company has redeemed or paid or purchased, or that have been delivered to
the Trustee for cancellation.

                  SECTION 2.12.     Defaulted Interest.

                  If the Company defaults on a payment of interest on the
Securities, they shall pay the defaulted interest, plus (to the extent permitted
by law) any interest payable on the defaulted interest, in accordance with the
terms hereof, to the Persons who are Holders of Securities on a subsequent
special record date, which date shall be at least five Business Days prior to
the payment date. The Company shall fix such special record date and payment
date in a manner satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Holder of Securities a
notice that states the special record date, the payment date and the amount of
defaulted interest, and interest payable on such defaulted interest, if any, to
be paid.

                  SECTION 2.13.     CUSIP Number.

                  The Company in issuing the Securities may use a "CUSIP"
number, and if so, such CUSIP number shall be included in notices of redemption
or exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Securities and that reliance may be
placed only on the other identification numbers printed on the Securities. The
Company will promptly notify the Trustee of any change in the CUSIP number.



<PAGE>   37
                                      -29-


                  SECTION 2.14.     Deposit of Moneys.

                  On each Interest Payment Date and Maturity Date and on any
Business Day immediately following any acceleration of the Securities pursuant
to Section 6.2, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Maturity Date or Business Day, as the case may
be, in a timely manner that permits the Trustee to remit payment to the Holders
on such Interest Payment Date, Maturity Date or Business Day, as the case may
be.

                                   ARTICLE III

                                   REDEMPTION

                  SECTION 3.1.      Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Securities pursuant to
Paragraph 6 or 7 of the Securities, they shall notify the Trustee and the Paying
Agent in writing of the Redemption Date and the principal amount of Securities
to be redeemed.

                  The Company shall give each notice provided for in this
Section 3.1 at least 60 days before the Redemption Date (unless a shorter notice
shall be agreed to by the Trustee in writing), together with an Officers'
Certificate of the Company stating that such redemption will comply with the
conditions contained herein and in the Securities. If fewer than all the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Company and given to the Trustee, which record date shall be
not fewer than 15 days after the date of notice to the Trustee.

                  SECTION 3.2.      Selection of Securities To Be Redeemed.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not then listed on a national
securities exchange, on a pro rata basis, by lot or by such other method as the
Trustee deems fair and appropriate; provided that any redemption pursuant to
Paragraph 8 of the Securities shall be made on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of The Depository


<PAGE>   38
                                      -30-



Trust Company) based on the aggregate principal amount of Securities held by
each Holder. The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption. The Trustee shall promptly
notify the Company in writing of such Securities selected for redemption and, in
the case of Securities selected for partial redemption, the principal amount to
be redeemed. The Trustee may select for redemption portions of the principal
amount of Securities that have denominations equal to or larger than $1,000
principal amount. Securities and portions of them the Trustee selects shall be
in amounts of $1,000 principal amount or integral multiples thereof. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

                  SECTION 3.3.      Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause the mailing of a notice of redemption by
first-class mail to each Holder of Securities to be redeemed at such Holder's
registered address. Notice of a redemption in connection with a Public Equity
Offering shall be mailed within 60 days of the particular Public Equity
Offering. A copy of such notice shall be mailed to the Trustee on the same day
the notice is mailed to Holders of Securities.

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

                  (a) the Redemption Date;

                  (b) the paragraph of the Securities pursuant to which the
         Securities are being redeemed;

                  (c) the redemption price and the amount of accrued interest,
         if any, to be paid;

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

                  (e) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price and accrued
         interest, if any;

                  (f) that, unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders of such 


<PAGE>   39
                                      -31-



         Securities is to receive payment of the redemption price upon surrender
         to the Paying Agent of the Securities redeemed;

                  (g) if any Security is to be redeemed in part, the portion of
         the principal amount (equal to $1,000 or any integral multiple thereof)
         of such Security to be redeemed and that, on or after the Redemption
         Date, upon surrender of such Security, a new Security or Securities in
         aggregate principal amount equal to the unredeemed portion thereof will
         be issued without charge to the Securityholder;

                  (h) if less than all of the Securities are to be redeemed, the
         identification of the particular Securities (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Securities to be
         redeemed and the aggregate principal amount of Securities to be
         outstanding after such partial redemption; and

                  (i) the CUSIP number, if any, pursuant to Section 2.13.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

                  SECTION 3.4.      Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest, if any, to the Redemption Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the relevant Interest Payment Dates to the Holders that would
otherwise have been entitled thereto pursuant to this Indenture and the
Securities.

                  SECTION 3.5.      Deposit of Redemption Price.

                  At least one Business Day prior to the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the redemption price of and accrued interest, if any, on all Securities or
portions thereof to be redeemed on that date.


<PAGE>   40
                                      -32-



                  If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of the Company to deposit with the Paying Agent U.S. Legal Tender,
the principal and accrued and unpaid interest, if any, thereon shall, until paid
or duly provided for, bear interest as provided in Section 4.1 with respect to
any payment default.

                  SECTION 3.6.      Securities Redeemed in Part.

                  Upon the surrender to the Paying Agent of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate
for the Holder a new Security equal in principal amount to the principal amount
of the unredeemed portion of the Security surrendered.

                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.1.      Payment of Securities.

                  The Company shall pay the principal of and interest on the
Securities on the dates and in the manner provided in the Securities and this
Indenture.

                  An installment of principal or interest shall be considered
paid on the date due if the Trustee or the Paying Agent holds on such date U.S.
Legal Tender designated for and sufficient to pay such installment.

                  The Company shall pay cash interest on overdue principal and
(to the extent permitted by law) on overdue installments of interest at the rate
borne by the Securities. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

                  SECTION 4.2.      Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.3. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each 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
address of the Trustee set forth in Section 12.2.


<PAGE>   41
                                      -33-



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

                  The Company hereby initially designates the corporate trust
office of the Trustee set forth in Section 12.2 as an agency of the Company with
respect to the Securities in accordance with Section 2.3.

                  SECTION 4.3.      Corporate Existence.

                  Subject to Article V, the Company shall do or cause to be
done, at their own cost and expense, all things necessary to, and will cause
each Subsidiary to, preserve and keep in full force and effect the corporate
existence and rights (charter and statutory), licenses and/or franchises of the
Company and each Subsidiary; provided that the Company or any Subsidiaries shall
be required to preserve any such rights, licenses or franchises if such rights,
licenses or franchises will be replaced or if the Board of the Company shall
reasonably determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or such Subsidiary, as the case may be,
and the loss thereof is not adverse in any material respect to the Holders;
provided, further, that any Subsidiary may be wound up and liquidated into the
Company or any other Subsidiary.

                  SECTION 4.4.      Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon their or their Subsidiaries'
income, profits or property and (b) all lawful claims for labor, materials and
supplies that, if unpaid, might by law become a Lien upon the property of the
Company or a Subsidiary; provided that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate negotiations or proceedings and for 


<PAGE>   42
                                      -34-



which disputed amounts any reserves required in accordance with GAAP have been
made.

                  SECTION 4.5.      Maintenance of Properties; Insurance; Books
                                    and Records; Compliance with Law.

                  (a) The Company shall, and shall cause each of the
Subsidiaries to, at all times cause all properties used or useful in the conduct
of its business to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto.

                  (b) The Company shall, and shall cause each of its
Subsidiaries to, maintain insurance (which may include self-insurance) in such
amounts and covering such risks as are usually and customarily carried with
respect to similar facilities according to their respective locations.

                  (c) The Company shall, and shall cause each of its
Subsidiaries to, keep proper books of record and account, in which full and
correct entries shall be made of all of its financial transactions and the
assets and business, in accordance with GAAP consistently applied.

                  (d) The Company shall, and shall cause each of its
Subsidiaries to, comply with all statutes, laws, ordinances, or government rules
and regulations to which it is subject, non-compliance with which would
materially adversely affect the business, earnings, properties, assets or
financial condition of the Company and its Subsidiaries, taken as a whole.

                  SECTION 4.6.      Compliance Certificates.

                  (a) The Company shall deliver to the Trustee, within 45
days after the end of each of the first three quarters of the Company's fiscal
year, and within 90 days after the end of such fiscal year, an Officers'
Certificate stating (i) that a review of the activities of the Company during
the preceding fiscal quarter or year, as the case may be, 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 (ii) that, to the best knowledge of each Officer signing such
certificate, the Company has kept, observed, performed and fulfilled each and
every covenant and condition contained in this Indenture 


<PAGE>   43
                                      -35-



and is not in default in the performance or observance of any of the terms,
provisions, conditions and covenants hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officers may have knowledge, their status and what action the
Company is taking or proposes to take with respect thereto).

                  (b) The annual financial statements delivered pursuant to
Section 4.7 shall be accompanied by a written statement of the Company's
independent public accountants that in making the examination necessary for
certification of such annual financial statements nothing as to which such
accountants have professional competence has come to their attention that would
lead them to believe that the Company has violated any provisions of this
Indenture as to which such accountants have professional competence, 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 Securities
are outstanding, deliver to the Trustee, promptly after any Officer of the
Company becomes 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 4.7.      Reports.

                  Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent
permitted by the Exchange Act, the Company will file with the Commission and
provide, within 15 days after such filing, the Trustee and Holders of Securities
and prospective holders of Securities (upon request) with the annual reports and
the information, documents and other reports which are specified in Sections 13
and 15(d) of the Exchange Act. In the event that the Company is not permitted to
file such reports, documents and information with the Commission, the Company
will provide substantially similar information to the Trustee, the Holders of
Securities and the prospective holders of Securities (upon request) as if the
Company were subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. The Company also will comply with the other provisions of TIA
Section 314(a).


<PAGE>   44
                                      -36-



                  SECTION 4.8.      Limitation on Additional Indebtedness.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness
(including Acquired Indebtedness), except for Permitted Indebtedness; provided
that (i) the Company will be permitted to incur Indebtedness (including Acquired
Indebtedness) and (ii) a Subsidiary of the Company will be permitted to incur
Acquired Indebtedness, if, in either case, after giving pro forma effect to the
incurrence of such Indebtedness and the receipt and application of the proceeds
thereof, the Company's Leverage Ratio is less than (x) 6.50 to 1.00 if such
Indebtedness is incurred on or prior to August 15, 2000, (y) 6.25 to 1.00 if
such Indebtedness is incurred after August 15, 2000 and on or prior to August
15, 2002 and (z) 6.00 to 1.00 if such Indebtedness is incurred thereafter.
Notwithstanding the foregoing, a Guarantor will be permitted to guarantee any
Indebtedness of the Company incurred pursuant to clause (i) of the proviso of
the immediately preceding sentence.

                  SECTION 4.9.      Limitation on Restricted Payments.

                  The Company will not make, and will not permit any of its
Subsidiaries to make, directly or indirectly, any Restricted Payment, unless:

                  (a) no Default shall have occurred and be continuing at the
         time of or immediately after giving effect to such Restricted Payment;

                  (b) immediately after giving pro forma effect to such
         Restricted Payment, the Company could incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under Section 4.8; and

                  (c) immediately after giving effect to such Restricted
         Payment, the aggregate of all Restricted Payments declared or made
         after the Issue Date does not exceed the sum of (1) the difference
         between (x) the Cumulative EBITDA and (y) 1.4 times the Cumulative
         Consolidated Interest Expense, plus (2) the aggregate net cash proceeds
         received by the Company either (x) as capital contributions in the form
         of common equity to the Company after the Issue Date or (y) from the
         issuance or sale of Capital Stock (excluding proceeds from Disqualified
         Capital Stock and excluding the proceeds to the Company from the Common


<PAGE>   45
                                      -37-



         Stock Offering, but including Capital Stock issued upon the conversion
         of convertible Indebtedness, in exchange for outstanding Indebtedness
         or from the exercise of options, warrants or rights to purchase Capital
         Stock (other than Disqualified Capital Stock)) of the Company to any
         person (other than to a Subsidiary of the Company) after the Issue
         Date, plus (3) in the case of the disposition or repayment of any
         Investment constituting a Restricted Payment made after the Issue Date,
         an amount equal to the lesser of the return of capital with respect to
         such Investment and the initial amount of such Investment, in either
         case, less the cost of the disposition of such Investment. For purposes
         of the preceding subclause (2)(y), upon the issuance of Capital Stock
         either from the conversion of convertible Indebtedness or exchange for
         outstanding Indebtedness or upon the exercise of options, warrants or
         rights, the amount counted as net cash proceeds received will be the
         cash amount received by the Company at the original issuance of the
         Indebtedness that is so converted or exchanged or from the issuance of
         options, warrants or rights, as the case may be, plus the incremental
         amount of cash received by the Company, if any, upon the conversion,
         exchange or exercise thereof For purposes of determining under this
         clause (c) the amount expended for Restricted Payments, cash
         distributed shall be valued at the face amount thereof and property
         other than cash shall be valued at its Fair Market Value.

                  The provisions of this Section 4.9 shall not prohibit (i) the
payment of any distribution within 60 days after the date of declaration
thereof, if at such date of declaration such payment would comply with the
provisions of the Indenture, (ii) the retirement of any shares of Capital Stock
of the Company or Subordinated Indebtedness by conversion into, or by or in
exchange for, shares of Capital Stock (other than Disqualified Capital Stock),
or out of, the net cash proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Company) of other shares of Capital Stock of the
Company (other than Disqualified Capital Stock), (iii) the redemption or
retirement of Subordinated Indebtedness (other than Disqualified Capital Stock)
of the Company (including any related guarantees) in exchange for, by conversion
into, or out of the net cash proceeds of, a substantially concurrent sale or
incurrence of Subordinated Indebtedness (other than any Indebtedness owed to a
Subsidiary of the Company) of the Company (including any related guarantees)
that is contractually subordinated in right of payment to the Notes to at least
the same extent as the subordinated Indebtedness being redeemed or retired, 


<PAGE>   46
                                      -38-



(iv) the purchase, redemption or other acquisition for value of shares of
Capital Stock of the Company (other than Disqualified Capital Stock) or options
on such shares held by officers or employees or former officers or employees (or
their estates or beneficiaries under their estates) upon the death, disability,
retirement or termination of employment of such current or former officers or
employees pursuant to the terms of an employee benefit plan or any other
agreement pursuant to which such shares of Capital Stock or options were issued
or pursuant to a severance, buy-sell or right of first refusal agreement with
such current or former officer or employee; provided that the aggregate cash
consideration paid, or distributions made, pursuant to this clause (iv) do not
in any one fiscal year exceed $1,000,000, (v) Investments constituting
Restricted Payments made as a result of the receipt of non-cash consideration
from any Asset Sale made pursuant to and in compliance with Section 4.13 or (vi)
any other Investments constituting Restricted Payments made after the Issue Date
in an aggregate amount not in excess of $10,000,000; provided, however, that in
the case of clauses (iii), (iv), (v) and (vi), no Default shall have occurred or
be continuing at the time of such payment or as a result thereof. In determining
the amount of Restricted Payments made subsequent to the Issue Date for purposes
of clause (c) of the first paragraph above, amounts expended pursuant to clauses
(i), (ii), (iv), (v) and (vi) shall be included in such calculation.

                  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 4.9 were computed, which calculations may
be based upon the Company's latest available financial statements, and that no
Default exists and is continuing and no Default will occur immediately after
giving effect to any Restricted Payments.

                  SECTION 4.10.     Limitation on Liens.

                  The Company will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind,
upon any of its property or assets, whether now owned or acquired after the
Issue Date, or any proceeds therefrom, that secure either (i) Subordinated
Indebtedness unless the Securities and the Guarantees, as applicable, are
secured by a Lien on such property, assets or proceeds that is senior in
priority to the Liens securing such Subordinated Indebtedness or (ii)
Indebtedness that is pari passu with the 


<PAGE>   47
                                      -39-



Securities unless the Securities and the Guarantees, as applicable, are equally
and ratably secured with the Liens securing such Indebtedness.

                  SECTION 4.11.     Limitation on Guarantees of Certain
                                    Indebtedness.

                  The Company will not permit any of its Subsidiaries (other
than the Guarantors) to (a) guarantee any Indebtedness of the Company (other
than Indebtedness incurred under clause (vii) of Permitted Indebtedness) or (b)
pledge any intercompany notes representing obligations of any of its
Subsidiaries (other than the Guarantors) to secure the payment of any
Indebtedness of the Company (other than Indebtedness incurred under clause (vii)
of Permitted Indebtedness), in each case unless such Subsidiary, the Company,
the other Guarantors and the Trustee execute and deliver a supplemental
indenture evidencing such Subsidiary's Guarantee under this Indenture.
Thereafter, such Subsidiary shall be a Guarantor for all purposes of this
Indenture.

                  SECTION 4.12.     Limitation on Dividends and Other Payment
                                    Restrictions Affecting Subsidiaries.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any of its Subsidiaries to (a) pay dividends or make any other
distributions to the Company or any of its Subsidiaries on its Capital Stock,
(b) pay any Indebtedness owed to the Company or any of its Subsidiaries, (c)
make loans or advances to the Company or any Subsidiary, (d) transfer any of its
properties or assets to the Company or any Subsidiary, (e) grant liens or
security interests on the assets of the Company or any of its Subsidiaries in
favor of the holders of the Notes or (f) guarantee the Notes or any renewals or
refinancings thereof, except for (i) such encumbrances or restrictions arising
by reason of Acquired Indebtedness of any of the Company's Subsidiaries existing
at the time such Person became a Subsidiary of the Company; provided that such
encumbrances or restrictions were not created in anticipation of such Person
becoming a Subsidiary and are not applicable to the Company or any of its other
Subsidiaries, (ii) such encumbrances or restrictions arising under Refinancing
Indebtedness; provided that the terms and conditions of any such restrictions
are no less favorable to the holders of Notes than those under the Indebtedness
being refinanced, 


<PAGE>   48
                                      -40-



(iii) customary provisions restricting the assignment of any contract or
interest of the Company or any of its Subsidiaries, (iv) restrictions under the
New Credit Facility no more restrictive than those in effect on the Issue Date
and (v) restrictions contained in this Indenture or any other indenture
governing debt securities that is no more restrictive than restrictions
contained in this Indenture.

                  SECTION 4.13.     Asset Sales.

                  (a) The Company will not, and will not permit any of its
Subsidiaries to, consummate an Asset Sale unless (i) the Company or such
Subsidiary, as the case may be, receives consideration at the time of such sale
or other disposition at least equal to the fair market value thereof (as
determined in good faith by the Company's board of directors, and evidenced by a
board resolution); (ii) not less than 75% of the consideration received by the
Company or such Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; provided that the Company or such Subsidiary will not be required
to comply with this clause (ii) with respect to a Permitted Asset Swap; and
(iii) the Asset Sale Proceeds received by the Company or such Subsidiary are
applied (A) first, to the extent the Company elects, or is required, to prepay,
repay or purchase debt under any then existing Senior Indebtedness of the
Company or any Guarantor Senior Indebtedness of any Guarantor that is a
Subsidiary of the Company within 180 days following the receipt of the Asset
Sale Proceeds from any Asset Sale; provided that any such repayment shall result
in a permanent reduction of the commitments thereunder in an amount equal to the
principal amount so repaid; (B) second, to the extent of the balance of Asset
Sale Proceeds after application as described above, to the extent the Company
elects, to an investment in assets (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or property of
another Person) used or useful in businesses similar or ancillary to the
business of the Company and its Subsidiaries as conducted at the time of such
Asset Sale, provided that such investment occurs and such Asset Sale Proceeds
are so applied within 270 days following the receipt of such Asset Sale Proceeds
(the "Reinvestment Date"); and (C) third, (1) to the repayment of an amount of
Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share
(provided that any such repayment shall result in permanent reduction of any
commitment in respect thereof in an amount equal to the principal amount so
repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the
Excess Proceeds exceed $10.0 million, the Company shall apply an amount equal to
such Excess Proceeds to 


<PAGE>   49
                                      -41-



an offer to repurchase the Securities (an "Excess Proceeds Offer"), at a
purchase price in cash equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of repurchase (the "Excess
Proceeds Date"). If an Excess Proceeds Offer is not fully subscribed, the
Company may retain the portion of the Excess Proceeds not required to repurchase
Securities.

                  (b) Not less than 30 nor more than 60 days before the Excess
Proceeds Payment Date, the Company shall send, by first class mail, a notice to
each Holder of Securities, with a copy to the Trustee and the Paying Agent. The
notice, which shall govern the terms of the Excess Proceeds Offer, shall include
such disclosures as are required by law and shall state:

                  (i) that the Excess Proceeds Offer is being made pursuant to
         this Section 4.13;

                  (ii) the purchase price (including the amount of accrued
         interest, if any) to be paid for Securities purchased pursuant to the
         Asset Sale Offer and the Excess Proceeds Date;

                  (iii) that any Security not tendered for payment will continue
         to accrue interest in accordance with the terms thereof;

                  (iv) that, unless the Company defaults on making the payment,
         any Security accepted for payment pursuant to the Excess Proceeds Offer
         shall cease to accrue interest after the Excess Proceeds Payment Date;

                  (v) that Holders accepting the offer to have their Securities
         purchased pursuant to the Excess Proceeds Offer will be required to
         surrender their Securities to the Paying Agent at the address specified
         in the notice prior to the close of business on the Excess Proceeds
         Payment Date;

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



<PAGE>   50
                                      -42-



                  (vii) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered; provided that each
         Security purchased and each such new Security issued shall be in an
         original principal amount in denominations of $1,000 and integral
         multiples thereof;

                  (viii) any other procedures that a Holder must follow to
         accept an Excess Proceeds Offer or effect withdrawal of such
         acceptance; and

                  (ix) the name and address of the Paying Agent.

                  On the Excess Proceeds Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to the Asset
Sale Offer in accordance with this Section 4.13, (ii) deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the purchase price, plus accrued
interest, if any, of all Securities to be purchased in accordance with this
Section 4.13 and (iii) deliver to the Trustee Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof
tendered to and accepted for payment by the Company.

                  For purposes of this Section 4.13, the Trustee shall act as
the Paying Agent. The Paying Agent shall promptly (but in any case no later than
10 calendar days after the Excess Proceeds Payment Date) mail or deliver to the
Holders of Securities so accepted payment in an amount equal to the purchase
price for such Securities, and the Company shall execute and issue, and the
Trustee shall promptly authenticate and mail to such Holders, a new Security
equal in principal amount to any unpurchased portion of the Security
surrendered; provided that each such new Security shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof. The
Company will send to the Trustee and the Holders of Securities on or as soon as
practicable after the Excess Proceeds Payment Date a notice setting forth the
results of the Excess Proceeds Offer. Any Securities not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.

                  In connection with the purchase of Securities pursuant to an
Excess Proceeds Offer, the Company shall comply with all applicable tender offer
laws and regulations, including, to the extent applicable, Section 14(e) and
Rule 14e-1 under the Exchange Act, and any other applicable Federal or state


<PAGE>   51
                                      -43-



securities laws and regulations and any applicable requirements of any
securities exchange on which the Securities are listed.

                  SECTION 4.14.     Limitation on Transactions with Affiliates.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate or holder of 10% or more of the Common Stock of the Company or any
Affiliate (each of the foregoing, an "Affiliate Transaction") or extend, renew,
waive or otherwise modify the terms of any Affiliate Transaction entered into
prior to the Issue Date unless (i) such Affiliate Transaction is between or
among the Company and/or Wholly Owned Subsidiaries or (ii) the terms of such
Affiliate Transaction are fair and reasonable to the Company or such Subsidiary,
as the case may be, and the terms of such Affiliate Transaction are at least as
favorable as the terms that could be obtained by the Company or such Subsidiary,
as the case may be, in a comparable transaction made on an arm's-length basis
between unaffiliated parties. In any Affiliate Transaction involving an amount
or having a value in excess of $1.0 million that is not permitted under clause
(i) above, the Company must obtain a resolution of the board of directors
approved by a majority of the members of the board of directors (and a majority
of the independent directors) of the Company certifying that such Affiliate
Transaction complies with clause (ii) above. In transactions with a value in
excess of $5.0 million that are not permitted under clause (i) above, the
Company must obtain a written opinion as to the fairness of such a transaction
to the Company or its Subsidiary from an independent investment banking firm of
nationally recognized standing.

                  The foregoing provisions will not apply to (i) any dividend
that is not prohibited by the provisions described in Section 4.9 contained
herein, (ii) any transaction, approved by the board of directors of the Company,
with an officer or director of the Company or of any Subsidiary of the Company
in his or her capacity as officer or director entered into in the ordinary
course of business, including compensation and employee benefit arrangements
with any officer or director of the Company or of any of its Subsidiaries that
are customary for public companies in the outdoor advertising industry or (iii)
transactions with The Chase Manhattan Bank or any of its 



<PAGE>   52
                                      -44-

Affiliates in the ordinary course of providing banking, financial advisory,
securities or other financial services.

                  SECTION 4.15.     Change of Control.

                  (a) Upon the occurrence of a Change of Control (the date
of such occurrence being the "Change of Control Date"), the Company shall notify
the holders of the Securities, in the manner prescribed by this Indenture, of
such occurrence and shall make an offer to purchase (a "Change of Control
Offer"), on a Business Day (the "Change of Control Payment Date") not later than
30 days following the Change of Control Date, all Securities then outstanding at
a purchase price equal to 101% of the principal amount of the Securities, plus
accrued and unpaid interest, if any, thereon to the Change of Control Payment
Date. The Change of Control Offer shall remain open for at least 20 Business
Days or such longer period as may be required by law and until the close of
business on the Change of Control Payment Date. The Company's obligations under
this Section 4.15 may be satisfied if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

                  (b) Not less than 30 days nor more than 60 days before the
Change of Control Payment Date, the Company shall send, by first class mail, a
notice to each Holder of Securities, with a copy to the Trustee and the Paying
Agent. The notice, which shall govern the terms of the Change of Control Offer,
shall include such disclosures as are required by law and shall state:

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

                  (ii) the purchase price (including the amount of accrued
         interest, if any) for each Security and the Change of Control Payment
         Date;

                  (iii) that any Security not tendered for payment will continue
         to accrue interest in accordance with the terms thereof;

                  (iv) that, unless the Company defaults on making the payment,
         any Security accepted for payment pursuant to the 


<PAGE>   53
                                      -45-



         Change of Control Offer shall cease to accrue interest after the Change
         of Control Payment Date;

                  (v) that Holders accepting the offer to have their Securities
         purchased pursuant to a Change of Control Offer will be required to
         surrender their Securities to the Paying Agent at the address specified
         in the notice prior to the close of business on the Business Day
         preceding the Change of Control Payment Date;

                  (vi) that Holders will be entitled to withdraw their
         acceptance if the Paying Agent receives, not later than the close of
         business on the third 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
         Securities the Holder delivered for purchase and a statement that such
         Holder is withdrawing his election to have such Securities purchased;

                  (vii) that Holders whose Securities are purchased only in part
         will be issued new Securities equal in principal amount to the
         unpurchased portion of the Securities surrendered, provided that each
         Security purchased and each such new Security issued shall be in an
         original principal amount in denominations of $1,000 and integral
         multiples thereof;

                  (viii) any other procedures that a Holder must follow to
         accept a Change of Control Offer or effect withdrawal of such
         acceptance; and

                  (ix) the name and address of the Paying Agent.

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment Securities or portions thereof
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the purchase price of all Securities
or portions thereof so tendered and accepted and (iii) deliver or cause to be
delivered to the Trustee the Securities so accepted together with an Officers'
Certificate of the Company setting forth the Securities or portions thereof
tendered to and accepted for payment by the Company. The Paying Agent shall
promptly (but in any case no later than 10 calendar days after the Change of
Control Payment Date) mail or deliver to the Holders of Securities so accepted
payment in an amount equal to the purchase price for such Securities, and the
Company shall 


<PAGE>   54
                                      -46-



execute and issue, and the Trustee shall promptly authenticate and mail to such
Holders, a new Security equal in principal amount to any unpurchased portion of
the Security surrendered; provided that each such new Security shall be issued
in an original principal amount in denominations of $1,000 and integral
multiples thereof. The Company will send to the Trustee and the Holders of
Securities on or as soon as practicable after the Change of Control Payment Date
a notice setting forth the results of the Change of Control Offer. Any
Securities not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof.

                  For purposes of this Section 4.15, the Trustee shall act as
Paying Agent.

                  In connection with the purchase of Securities pursuant to a
Change of Control Offer, the Company shall comply with all applicable tender
offer laws and regulations, including, to the extent applicable, Section 14(e)
and Rule 14(e)-1 under the Exchange Act, and any other applicable Federal or
state securities laws and regulations and any applicable requirements of any
securities exchange on which the Securities are listed.

                  SECTION 4.16.     Limitation on Issuance and Sales of
                                    Preferred Stock by Subsidiaries.

                  The Company (i) will not permit any of its Subsidiaries to
issue any Preferred Stock (other than to the Company or a Wholly Owned
Subsidiary) and (ii) will not permit any person (other than the Company or a
Wholly Owned Subsidiary) to own any Preferred Stock of any Subsidiary.

                  SECTION 4.17.     Limitation on Activities of the Company and
                                    Its Subsidiaries.

                  The Company will not, and will not permit any of its
Subsidiaries to, engage in any business other than the business of outdoor
advertising or a substantially similar or related business.

                  SECTION 4.18.     Limitation on Other Senior Subordinated
                                    Debt.

                  The Company will not, and will not permit any of the
Guarantors to, directly or indirectly, incur, contingently or otherwise, any
Indebtedness (other than the Securities and the Guarantees, as the case may be)
that is both (i) subordinate in 


<PAGE>   55
                                      -47-



right of payment to any Indebtedness of the Company or any Guarantor, as the
case may be, and (ii) senior in right of payment to the Securities or any of the
Guarantees, as the case may be. In addition, the Company will not permit any of
the Guarantors to, directly or indirectly, incur, contingently or otherwise, any
guarantee on a senior basis any Indebtedness of the Company that is subordinate
in right of payment to any other Indebtedness of the Company.

                  SECTION 4.19.     Waiver of Stay, Extension or Usury Laws.

                  The Company covenants, and each Guarantor shall be deemed to
covenant (to the extent permitted by law), that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law that would prohibit
or forgive the Company or such Guarantor, as the case may be, from paying all or
any portion of the principal of or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture; and (to the extent
permitted by law) the Company hereby expressly waives and each Guarantor shall
be deemed to expressly waive, all benefit or advantage of any such law, and
covenants, and each Guarantor shall be deemed to covenant, that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                  SECTION 4.20.     Further Instruments and Acts.

                  Upon request of the Trustee, the Company shall execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

                  SECTION 5.1.      Consolidation, Merger, Sale of Assets, Etc.

                  The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety 


<PAGE>   56
                                      -48-


to, any Person or Persons, and the Company will not permit any of its
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its
Subsidiaries, taken as a whole, to any other Person or Persons, unless:

                    (i) either (a) (1) if the transaction or transactions is a
         merger or consolidation involving the Company, the Company shall be the
         surviving Person of such merger or consolidation, or (2) if the
         transaction or transactions is a merger or consolidation involving a
         Subsidiary of the Company, such Subsidiary shall be the surviving
         Person of such merger or consolidation and such surviving Person shall
         be a Subsidiary of the Company, or (b) (1) the Person formed by any
         such consolidation or into which the Company or such Subsidiary is
         merged or to which the properties and assets of the Company and/or such
         Subsidiary, as the case may be, are transferred (any such surviving
         Person or transferee Person being a "Surviving Entity") shall be a
         corporation organized and existing under the laws of the United States
         of America, any state thereof or the District of Columbia and (2)(A) in
         the case of a transaction involving the Company, the Surviving Entity
         shall expressly assume by a supplemental indenture executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Securities and this Indenture,
         and, in each case, this Indenture shall remain in full force and
         effect, or (B) in the case of a transaction involving a Subsidiary that
         is a Guarantor, the Surviving Entity shall expressly assume by a
         supplemental indenture executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of such Subsidiary
         under its Guarantee and related supplemental indenture, and, in each
         case, such Guarantee and supplemental indenture shall remain in full
         force and effect;

                   (ii) immediately after giving effect to such related
         transaction or series of transactions on a pro forma basis (including,
         without limitation, any Indebtedness incurred or anticipated to be
         incurred in connection with or in respect of such transaction or series
         of transactions), no Default shall have occurred and be continuing;


<PAGE>   57
                                      -49-



                  (iii) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis (including, without
         limitation, any Indebtedness incurred or anticipated to be incurred in
         connection with or in respect of such transaction or series of
         transactions), the Company or the Surviving Entity, as the case may be,
         could incur $1.00 of additional Indebtedness pursuant to the proviso in
         Section 4.8; and

                   (iv) the Company shall deliver, or cause to be delivered, to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, transfer, lease, assignment or
         other disposition and the supplemental indenture in respect thereof
         comply with the requirements of this Indenture.

                  Each Guarantor, unless it is the other party to the
transaction or unless its Guarantee will be released and discharged in
accordance with its terms as a result of the transaction, will be required to
confirm, by supplemental indenture, that its Guarantee will continue to apply to
the obligations of the Company or the Surviving Entity under this Indenture.

                  SECTION 5.2.      Successor Entity Substituted.

                  Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the foregoing
in which the Company or any Subsidiary of the Company, as the case may be, is
not the continuing corporation, the successor corporation formed by such a
consolidation or into which the Company or such Subsidiary is merged or to which
such transfer is made will succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Subsidiary, as the case may be,
under this Indenture with the same effect as if such successor corporation had
been named as the Company or such Subsidiary herein; and thereafter, except in
the case of (i) a lease or (ii) any sale, assignment, conveyance, transfer,
lease or other disposition to a Subsidiary of the Company, the Company or such
Guarantor, as the case may be, shall be discharged from all obligations and
covenants under this Indenture and the Securities; provided that, solely for
purposes of computing Cumulative EBITDA for purposes of Section 4.9, the
Cumulative EBITDA of any Persons other than the Company and its Subsidiaries
shall only be included for periods subsequent to the effective time of such
merger, consolidation, combination or transfer of assets.


<PAGE>   58
                                      -50-



                  SECTION 5.3.      Status of Subsidiaries.

                  For all purposes of this Indenture and the Securities
(including the provisions of this Article V and Sections 4.8, 4.9 and 4.10),
Subsidiaries of any Surviving Entity will, upon such transaction or series of
related transactions, become Subsidiaries of the Company and all Indebtedness,
and all Liens on property or assets, of the Company and the Subsidiaries in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon such transaction or
series of related transactions.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

                  SECTION 6.1.      Events of Default.

                  (a) An "Event of Default" occurs if:

                  (i) there is a default in the payment of the principal of or
         premium, if any, when due or payable, on any of the Securities; or

                  (ii) there is a default in the payment of an installment of
         interest on the Securities when due and payable for 30 days; or

                  (iii) the Company or any Guarantor fails to comply with any of
         its obligations described in Section 4.13 or 5.1; or

                  (iv) the Company or any Guarantor fails to perform or observe
         any other term, covenant or agreement contained in the Securities, the
         Guarantees or this Indenture (other than those specified in clause (i),
         (ii) or (iii) above) for a period of 30 days after written notice of
         such failure requiring the Company to remedy the same shall have been
         given to the Company by the Trustee or to the Company and the Trustee
         by the Holders of 25% in aggregate principal amount of the Securities
         then outstanding; or

                  (v) default or defaults under any agreement, indenture or
         instrument under which the Company or any Subsidiary of the Company
         then has outstanding Indebtedness in excess of $10.0 million in the
         aggregate, and either (a) such Indebtedness is already due and payable
         in full by its terms or (b) such default or defaults have resulted


<PAGE>   59
                                      -51-



         in the acceleration of the maturity of such Indebtedness; or

                  (vi) any Guarantee ceases to be in full force and effect or is
         declared null and void or a Guarantor denies that it has any further
         liability under its Guarantee or gives notice to such effect (other
         than by reason of the termination of this Indenture or the release of
         any such Guarantee in accordance with Section 4.11); or

                  (vii) one or more judgments, orders or decrees of any court or
         regulatory or administrative agency of competent jurisdiction for the
         payment of money in excess of $10.0 million, either individually or in
         the aggregate, shall be entered against the Company or any of its
         Subsidiaries or any of their respective properties and shall not be
         discharged and either (a) any creditor shall have commenced an
         enforcement proceeding upon such judgment, order or decree or (b) there
         shall have been a period of 60 days during which a stay of enforcement
         of such judgment, order or decree, by reason of pending appeal or
         otherwise, will not be in effect; or

                  (viii) the Company or any Significant Subsidiary (a) admits in
         writing its inability to pay its debts generally as they become due,
         (b) commences a voluntary case or proceeding under any Bankruptcy Law
         with respect to itself, (c) consents to the entry of a judgment, decree
         or order for relief against it in an involuntary case or proceeding
         under any Bankruptcy Law, (d) consents to the appointment of a
         Custodian (as defined below) of it or for substantially all of its
         property, (e) consents to or acquiesces in the institution of a
         bankruptcy or an insolvency proceeding against it, (f) makes a general
         assignment for the benefit of its creditors or (g) takes any corporate
         action to authorize or effect any of the foregoing; or

                  (ix) a court of competent jurisdiction enters a judgment,
         decree or order for relief in respect of the Company or any Significant
         Subsidiary in an involuntary case or proceeding under any Bankruptcy
         Law, which shall (a) approve as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition in respect of
         the Company or any Significant Subsidiary, (b) appoint a Custodian of
         the Company or any Significant Subsidiary or for substantially all of
         any of their property or (c) order the winding-up or liquidation of its
         affairs; and such 


<PAGE>   60
                                      -52-


         judgment, decree or order shall remain unstayed and in effect for a
         period of 60 consecutive days.

                  (b) For purposes of this Article VI, the term "Custodian"
means any receiver, interim receiver, receiver and manager, trustee, assignee,
liquidator, sequestrator or similar official charged with maintaining possession
or control over property for one or more creditors, whether under any Bankruptcy
Law or otherwise.

                  SECTION 6.2.      Acceleration.

                  If an Event of Default (other than an Event of Default
specified in Section 6.1(a)(viii) or (ix) with respect to the Company) occurs
and is continuing, then the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities then outstanding may declare to be
immediately due and payable the Default Amount, provided, however, that so long
as the New Credit Facility shall be in effect, if an Event of Default shall have
occurred and be continuing (other than an Event of Default specified in Section
6.1(a)(viii) with respect to the Company), any such acceleration shall not be
effective until the earlier of (x) five Business Days following delivery of a
notice of acceleration specifying the respective Event of Default and stating
that it is a "notice of acceleration" to the agent bank under the New Credit
Facility (but only if such Event of Default is then continuing) and (y) the
acceleration of any indebtedness under the New Credit Facility. If an Event of
Default specified in Section 6.1(a)(viii) or (ix) occurs and is continuing with
respect to the Company, then the Default Amount shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder; provided, however, that after such acceleration but
before a judgment or decree based on acceleration is obtained by the Trustee,
the Holders of a majority in aggregate principal amount of outstanding
Securities may rescind or annul such declaration of acceleration if all Events
of Default have been cured or waived, other than the non-payment of the Default
Amount and any accrued interest on the Securities that has become due solely as
a result of such acceleration and if the rescission of acceleration would not
conflict with any judgment or decree. No such rescission shall affect any
subsequent default or impair any right consequent thereto. After a declaration
of acceleration, but before a judgment or decree for payment of the money due
has been obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the outstanding Securities, by written notice to the Company
and the Trustee, may rescind such 


<PAGE>   61
                                      -53-


declaration if (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay (a) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (b) all overdue interest on all
Securities, (c) the principal of and premium, if any, on any Securities which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Securities, and (d) to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate borne by
the Securities; and (ii) all Defaults, other than the non-payment of principal
of, premium, if any, and interest on the Securities that have become due solely
by such declaration of acceleration, have been cured or waived.

                  SECTION 6.3.      Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities, or to enforce the
performance of any provision of the Securities, this Indenture or any Guarantee.

                  All rights of action and claims under this Indenture, or the
Securities or any Guarantee may be enforced by the Trustee even if the Trustee
does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder 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. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

                  SECTION 6.4.      Waiver of Past Default.

                  Subject to Sections 6.7 and 9.2, the Holders of, in the
aggregate, a majority in aggregate principal amount of the outstanding
Securities by notice to the Trustee may waive an existing Default or Event of
Default and its consequences, except a Default specified in Section 6.1(a)(i) or
(ii) or in respect of any provision hereof that cannot be modified or amended
without the consent of the Holder so affected pursuant to Section 9.2. When a
Default or Event of Default is so waived, it shall be deemed cured and shall
cease to exist.


<PAGE>   62
                                      -54-



                  SECTION 6.5.      Control by Majority.

                  The Holders of at least a majority in principal amount of the
outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it; provided that the Trustee may refuse to follow any
direction that (i) conflicts with law or this Indenture, (ii) the Trustee
determines may be unduly prejudicial to the rights of another Securityholder or
(iii) the Trustee determines may involve the Trustee in personal liability; and
provided, further, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

                  SECTION 6.6.      Limitation on Suits.

                  A Securityholder may not pursue any remedy with respect to
this Indenture, the Securities or any Guarantee unless:

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

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

                  (c) such Holder or Holders offer and, if requested, provide to
         the Trustee security or indemnity reasonably 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,
         provision of indemnity; and

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

                  The foregoing limitations shall not apply to a suit instituted
by a Holder for the enforcement of the payment of the Default Amount, principal
of or accrued interest on the 


<PAGE>   63
                                      -55-


Securities on or after the respective due dates set forth or provided for in the
Securities.

                  A Securityholder may not use this Indenture to obtain a
preference or priority over any other Securityholder.

                  SECTION 6.7.      Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of the Default Amount, principal of and
interest on a Security, on or after the respective due dates expressed or
provided for in the Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, is absolute and unconditional and
shall not be impaired or affected without the consent of such Holder.

                  SECTION 6.8.      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.1(a)(i) or (ii)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Securities for the whole amount of principal and accrued interest remaining
unpaid, together with interest overdue on principal and, to the extent that
payment of such interest is lawful, interest on overdue installments of
interest, in each case at the interest rate borne by the Securities and the
amounts provided for in Section 7.07 (including, without limitation, such
further amounts 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 6.9.      Trustee May File Proofs of Claim.

                  The Trustee shall be entitled and empowered 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 any other amounts due the Trustee under Section 7.07)
and the Securityholders allowed in any judicial proceedings relative to the
Company or any Guarantor (or any other obligor upon the Securities), their
creditors or their property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such 


<PAGE>   64
                                      -56-



claims and to distribute the same, and any Custodian in any such judicial
proceedings is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel, and any other amounts due the Trustee
under Section 7.7. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

                  SECTION 6.10.     Priorities.

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

                  First: to the Trustee for amounts due under Section 7.7;

                  Second: to Holders for interest accrued on the Securities,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on the Securities for interest;

                  Third: to Holders for principal amounts owing under the
         Securities, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Securities for
         principal; and

                  Fourth: to the Company or any Guarantor, as their respective
         interests may appear.

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Securityholders 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 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 


<PAGE>   65
                                      -57-



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
pursuant to Section 6.7 or a suit by Holders of more than 10% in aggregate
principal amount of the outstanding Securities.

                                   ARTICLE VII

                                     TRUSTEE

                  SECTION 7.1.      Duties of Trustee.

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

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

                  (i) The Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee.

                  (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.

                  (c) The Trustee may not be relieved from liability 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 7.1;

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


<PAGE>   66
                                      -58-



                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith and reasonably believed
         by it to be authorized or within the discretion or rights or powers
         conferred upon it by this Indenture.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.1.

                  (f) The Trustee may refuse to perform any duty or exercise any
right or power unless it is provided adequate funds to enable it to do so and it
receives indemnity satisfactory to it in its sole discretion against any loss,
liability, fee or expense.

                  SECTION 7.2.      Rights of Trustee.

                  Subject to TIA Sections 315(a)-(d) and except as provided in
Section 7.1:

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


<PAGE>   67
                                      -59-



                  (b) Before the Trustee acts or refrains from acting with
         respect to any matter contemplated by this Indenture, it may require an
         Officers' Certificate from the Company or an Opinion of Counsel from
         the Company, that shall conform to the provisions of Section 11.5. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on such certificate or opinion.

                  (c) The Trustee may act through its attorneys and agents and
         shall not be responsible for the misconduct or negligence of any agent
         (other than the negligence or willful misconduct of an agent who is an
         employee of the Trustee) 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 reasonably believes to be
         authorized or within its rights or powers; provided, however, that the
         foregoing shall apply only if the Trustee's conduct does not constitute
         negligence or bad faith.

                  (e) The Trustee may consult with counsel of its selection and
         the advice or opinion of such counsel as to matters of law shall be
         full and complete authorization and protection from liability in
         respect of any action taken, omitted or suffered by it hereunder in
         good faith and in accordance with the advice or opinion of such
         counsel.

                  (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 Holder pursuant to this Indenture, unless such
         Holder shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction.

                  SECTION 7.3.      Individual Rights of Trustee.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11.


<PAGE>   68
                                      -60-



                  SECTION 7.4.      Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Securities
or any Guarantee, it shall not be accountable for the Company's use of the
proceeds from the issuance of the Securities and it shall not be responsible for
any statement of the Company in this Indenture or any document issued in
connection with the sale of Securities or any statement in the Securities other
than the Trustee's certificate of authentication.

                  SECTION 7.5.      Notice of Defaults.

                  If a Default or an Event of Default with respect to the
Securities occurs and is continuing and is known to a Trust Officer of the
Trustee, the Trustee shall mail notice of the Default or Event of Default within
30 days after a Trust Officer of the Trustee acquires knowledge of the
occurrence thereof to all Holders as their names and addresses appear on the
Register, unless such Default shall have been cured or waived before the mailing
of such notice. Except in the case of a Default or an Event of Default in
payment of principal of or interest on any Security, the Trustee may withhold
the notice to the Securityholders if a committee of its Trust Officers in good
faith determines that withholding the notice is in the interest of
Securityholders. The Trustee shall not be charged with knowledge of any Event of
Default described in Section 6.01(a)(iii)-6.01(a)(ix) unless a Trust Officer
shall have actual knowledge of such Event of Default.

                  SECTION 7.6.      Reports by Trustee to Holders.

                  To the extent required by TIA Section 313(a), within 60 days
after [April 1] of each year commencing with 1998 and for as long as there are
Securities outstanding hereunder, the Trustee shall mail to each Securityholder
the Trustee's brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Section 313(b) and TIA Section
313(c) and (d). A copy of such report at the time of its mailing to
Securityholders shall be filed with the Commission, if required, and each stock
exchange, if any, on which the Securities are listed. The Company agrees to
notify promptly the Trustee whenever the Securities become listed on any stock
exchange and of any delisting thereof.


<PAGE>   69
                                      -61-



                  SECTION 7.7.      Compensation and Indemnity.

                  The Company shall pay to the Trustee, the Paying Agent and the
Registrar from time to time such compensation as shall be agreed to in writing
from time to time by the Trustee and the Company for their respective services
rendered hereunder. The Trustee's, the Paying Agent's and the Registrar's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee, the Paying Agent and the
Registrar upon request for all reasonable out-of-pocket disbursements, expenses
and advances (including reasonable fees and expenses of counsel and costs of
collection) incurred or made by each of them in addition to the compensation for
their respective services. Such expenses shall include the reasonable
compensation, out-of-pocket disbursements and expenses of the Trustee's, the
Paying Agent's and the Registrar's agents and counsel.

                  The Company shall indemnify each of the Trustee, any
predecessor Trustee, the Paying Agent, the Registrar, and each of their
officers, directors and employees (each in their respective capacities) for, and
hold each of them harmless against, any claim, demand, expense (including but
not limited to their respective reasonable attorneys' fees and expenses), loss
or liability, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by each of them arising out of
or in connection with the administration of this Indenture and their respective
duties hereunder or thereunder. Each of the Trustee, the Paying Agent and the
Registrar shall notify the Company promptly of any claim asserted against it for
which it may seek indemnity. However, failure by the Trustee, the Paying Agent
or the Registrar to so notify the Company shall not relieve the Company or any
Subsidiary Guarantor of their obligations hereunder. The Company need not
reimburse any expense or indemnify against any loss or liability incurred by the
Trustee, the Paying Agent or the Registrar through the Trustee's, the Paying
Agent's or the Registrar's, as the case may be, own willful misconduct,
negligence or bad faith.

                  To secure the Company's payment obligations in this Section
7.7 and in Section 6.9 (insofar as the Trustee is concerned), each of the
Trustee, the Paying Agent and the Registrar shall have a lien prior to the
Securities on all money or property held or collected by it, in its capacity as
Trustee, Paying Agent or Registrar, as the case may be, except money or property
held in trust to pay principal of or interest on particular Securities. Such
lien shall survive the satisfaction

<PAGE>   70
                                      -62-



and discharge of this Indenture or any other termination under the Bankruptcy
Law.

                  Subject to any other rights available to the Trustee, the
Registrar and the Paying Agent under any Bankruptcy Law, when any of the
Trustee, the Paying Agent and the Registrar incurs expenses or renders services
after an Event of Default specified in Section 6.1(a)(ix) or (x) with respect to
the Company occurs, the parties hereto and the Securityholders, by acceptance of
the Securities, hereby agree that the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

                  The provisions of this Section 7.7 shall survive the
termination of this Indenture.

                  SECTION 7.8.      Replacement of Trustee.

                  The Trustee may resign at any time by so notifying the Company
in writing, such resignation to be effective upon the appointment of a successor
Trustee. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent, which consent shall not
be unreasonably withheld. The Company may remove the Trustee if:

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

                  (b) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of the Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), 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 Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the 


<PAGE>   71
                                      -63-



Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided in Section 7.7), 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. A successor Trustee shall
mail notice of its succession to each Securityholder.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 25% in principal amount of the outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

                  SECTION 7.9.      Successor Trustee by Merger, Etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee provided such corporation shall be otherwise
qualified and eligible under this Article VII.

                  SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (2). The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b) subject to its rights to apply for a stay of its duty to resign under the
penultimate paragraph of TIA Section 310(b). The provisions of TIA Section 310
shall refer to the Company and any Guarantor as obligors in respect of the
Securities.


<PAGE>   72
                                      -64-



                  SECTION 7.11.     Preferential Collection of Claims Against
                                    the Company.

                  The Trustee shall comply with TIA Section 311(a), excluding 
any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein. The provisions of TIA Section 311 shall refer to the Company
and any Guarantor, if applicable, as obligors in respect of the Securities.

                  SECTION 7.12.     Money Held in Trust.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

                  SECTION 7.13.     Preferred Collection of Claims.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the TIA regarding the collection of claims against the
Company (or any such other obligor).

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  SECTION 8.1.      Satisfaction and Discharge.

                  This Indenture will upon request of the Company cease to be of
further effect (except as to certain provisions governing registration of
transfer or exchange of the Securities and payments thereon when

                  (A) either (1) all Securities theretofore authenticated and
         delivered (other than (i) Securities that have been destroyed, lost or
         stolen and that have been replaced or paid and (ii) Securities for
         whose payment (x) cash in United States dollars or (y) U.S. Government
         Obligations maturing as to principal, premium, if any, and interest in
         such amounts of money and at such times as are sufficient without
         consideration of any reinvestment of such interest, to pay principal of
         and interest on the outstanding Securities not later than one day
         before the past due date of any payment, have theretofore been
         deposited in trust 



<PAGE>   73
                                      -65-


         with the Trustee or any Paying Agent) have been delivered to the
         Trustee for cancellation, or (2) all such Securities not theretofore
         delivered to the Trustee for cancellation (i) have become due and
         payable, or (ii) will become due and payable at their stated maturity
         within one year, or (iii) are to be called for redemption within one
         year under arrangements satisfactory to the Trustee for the giving of
         notice of redemption by the Trustee in the name, and at the expense, of
         the Company, and the Company, in the case of (2)(i), (2)(ii) or
         (2)(iii) above, has irrevocably deposited or caused to be deposited
         with the Trustee funds in an amount sufficient to pay and discharge the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal and interest to the date of
         such deposit (in the case of Securities which have become due and
         payable) or the stated maturity or Redemption Date, as the case may be,
         together with instructions from the Company irrevocably directing the
         Trustee to apply such funds to the payment thereof at maturity or
         redemption, as the case may be;

                  (B) the Company has paid or caused to be paid all other sums
         then due and payable hereunder by the Company; and

                  (C) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel that, taken together, state that
         all conditions precedent herein relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  SECTION 8.2.      Legal Defeasance and Covenant Defeasance.

                  (a) The Company may, at its option and at any time, terminate
its obligations with respect to the outstanding Securities and elect to have
either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities upon compliance with the conditions set forth in paragraph (d).

                  (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company shall be deemed to have
been released and discharged from its obligations with respect to the
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "legal defeasance"). For this purpose, such legal defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the then 


<PAGE>   74
                                      -66-



outstanding Securities, which shall thereafter be deemed to be "outstanding"
only for the purposes of paragraph (e) below and the other Sections of and
matters under this Indenture referred to in (i) and (ii) below, except for the
following that shall survive until otherwise terminated or discharged hereunder:
(i) the rights of Holders of outstanding Securities to receive payment in
respect of the principal of, premium, if any, and interest on such Securities
when such payments are due (but without being subject to the subordination
provisions of the Indenture), (ii) the Company's obligations with respect to
such Securities under Sections 2.2, 2.3, 2.6, 2.7, 2.8, 4.1, 4.2 and 4.19, and,
with respect to the Trustee, under Sections 7.7 and 7.8, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 8.2 and Sections 8.3, 8.4 and 8.5. Subject to compliance with this
Section 8.2, the Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to the Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be released and
discharged from its obligations under any covenant contained in Article V and in
Sections 4.4 through 4.18 (except for obligations mandated by the TIA) with
respect to the outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"), and the
Securities and each Guarantee, if any, shall thereafter be deemed to be not
"outstanding" for the purpose 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. For this purpose, such covenant defeasance means that, with respect
to the outstanding Securities, the Company and any Guarantor, if any, 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 Sections 6.1(a)(iii) or 6.1(a)(iv), but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.

                  (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Securities:


<PAGE>   75
                                      -67-



                    (i) the Company must irrevocably deposit with the Trustee,
         in trust (the "Defeasance Trust"), for the benefit of the holders of
         the Securities, cash in United States Dollars, direct non-callable
         obligations of, or non-callable obligations guaranteed by, the United
         States of America for the payment of which obligation or guarantee the
         full faith and credit of the United States is pledged ("U.S. Government
         Obligations"), or a combination thereof, in such amounts as will be
         sufficient to pay the principal of and interest on the outstanding
         Securities to redemption or maturity (except lost, stolen or destroyed
         Securities that have been replaced or paid);

                   (ii) the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that the holders of the outstanding
         Securities will not recognize income, gain or loss for Federal income
         tax purposes as a result of such legal defeasance or 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 legal defeasance or covenant defeasance had not
         occurred (in the case of legal defeasance, such opinion must refer to
         and be based upon a ruling of the Internal Revenue Service or a change
         in applicable Federal income tax laws);

                  (iii) no Default under this Indenture shall have occurred and
         be continuing on the date of such deposit or at any time during the
         90-day period following such date;

                   (iv) such legal defeasance or covenant defeasance shall not
         cause the Trustee to have a conflicting interest under this Indenture
         or the TIA with respect to any securities of the Company;

                    (v) such legal defeasance or covenant defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         agreement or instrument to which the Company or any of their
         Subsidiaries is a party or by which it is bound; and

                   (vi) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel that, taken together,
         state that all conditions precedent under this Indenture to either
         legal defeasance or covenant defeasance, as the case may be, have been
         complied with and that no violations under agreements governing any
         other outstanding Indebtedness would result therefrom.


<PAGE>   76
                                      -68-



                  (e) All United States Dollars and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this paragraph (e), the "Trustee")
pursuant to paragraph (d) above in respect of the outstanding Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to paragraph (d) above or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of the outstanding
Securities.

                  Anything in this Section 8.2 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request, in writing, by the Company any money or U.S. Government Obligations
held by it as provided in paragraph (d) above that, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, 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 8.3.      Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Sections 8.1 and 8.2, and shall apply
the deposited money and the money from U.S. Government Obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities.

                  SECTION 8.4.      Repayment to the Company or a Guarantor.

                  Subject to Sections 7.7, 8.1 and 8.2, the Trustee and the
Paying Agent shall promptly pay to the Company, or if deposited with the Trustee
by any Guarantor, to such Guarantor upon receipt by the Trustee and the Paying
Agent of Officers' Certificates stating the amount to which each of the Company
or such Guarantor, as the case may be, is entitled, any excess money, determined
in accordance with Section 8.2(e), held by it at any time. The Trustee and the
Paying Agent shall pay to the Company or 


<PAGE>   77
                                      -69-



such Guarantor, as the case may be, upon receipt by the Trustee or the Paying
Agent, as the case may be, of Officers' Certificates stating the amount to which
the Company or such Guarantor, as the case may be, is entitled, any money held
by it for the payment of principal or interest that remains unclaimed for two
years after payment to the Holders is required; provided, however, that the
Trustee and the Paying Agent before being required to make any payment may, but
need not, at the expense of the Company, mail by first-class mail to each Holder
of Securities entitled to such money at such Holder's address as set forth on
the Register notice that such money remains unclaimed and that after a date
specified therein, which shall be at least one year from the date of such
publication or mailing, any unclaimed balance of such money then remaining will
be repaid to the Company or such Guarantor, as the case may be. After payment to
the Company or such Guarantor, as the case may be, Securityholders entitled to
money must look solely to the Company and such Guarantor for payment as general
creditors unless an applicable abandoned property law designates another Person,
and all liability of the Trustee or Paying Agent with respect to such money
shall thereupon cease.

                  SECTION 8.5.      Reinstatement.

                  With respect to the circumstances referred to in Section 8.1
and 8.2, if the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Indenture by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
and only then the Company's and any Guarantor's (if any) obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had been made pursuant to this Indenture until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Indenture; provided, that if the Company or
any such Guarantor has made any payment of principal of or interest on any
Securities because of the reinstatement of its obligations, the Company or any
such Guarantor, as the case may be, shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


<PAGE>   78
                                      -70-



                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 9.1.      Without Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend, waive
or supplement this Indenture and the Securities without notice to or consent of
any Securityholder:

                  (a) to cure any ambiguity, defect or inconsistency, provided
         that such amendment or supplement does not adversely affect the rights
         of any Holder;

                  (b) to provide for uncertificated Securities in addition to
         certificated Securities;

                  (c) to make any change that does not adversely affect the
         rights of any Holder.

                  SECTION 9.2.      With Consent of Holders.

                  Subject to Section 6.7 and the provisions of this Section 9.2,
the Company, the Guarantors and the Trustee may amend or supplement this
Indenture or the Securities in any respect with the written consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities then outstanding. Subject to Section 6.7 and the provisions of this
Section 9.2, the Holders of, in the aggregate, at least a majority in aggregate
principal amount of the outstanding Securities affected may waive compliance by
the Company or any Guarantor with any provision of this Indenture, the
Securities or any Guarantee, as the case may be, without notice to any other
Securityholder.

                  Notwithstanding the foregoing, without the consent of each
Securityholder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 6.4, may not:

                  (i) reduce the amount of Securities whose holders must consent
         to an amendment, supplement or waiver to this Indenture or the
         Securities,

                  (ii) reduce the rate of or change the time for payment of
         interest on any Security,

                  (iii) reduce the principal of or premium on or change the
         stated maturity of any Security,


<PAGE>   79
                                      -71-



                  (iv) make any Security payable in money other than that stated
         in the Securities or change of place of payment from Charlotte, North
         Carolina,

                  (v) change the amount or time of any payment required by the
         Securities or reduce the premium payable upon any redemption of
         Securities, or change the time before which no such redemption may be
         made,

                  (vi) waive a default on the payment of the principal of,
         interest on or redemption payment with respect to any Security,

                  (vii) following the occurrence of a Change of Control or an
         Asset Sale, amend, alter, change or modify the obligation of the
         Company to make and consummate a Change of Control Offer or make and
         consummate an Excess Proceeds Offer or waive any Default in the
         performance of any such offer to the extent relating to such Change of
         Control or Asset Sale or modify any of the provisions or definitions
         with respect to any such offer or

                  (viii) take any other action otherwise prohibited by this
         Indenture to be taken without the consent of each Holder affected
         thereby.

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment or waiver. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such amendment or waiver.

                  Promptly after the execution by the Company and any Guarantors
and the Trustee of any supplemental indenture pursuant to the provisions of this
Section 9.2, the Trustee shall give notice thereof, at the expense of the
Company, to the Holders of then outstanding Securities, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they shall
appear on the books of the Registrar, and such notice shall set forth in general
terms the substance of such supplemental indenture. Any failure of the Trustee
to give such notice, or any defect therein, shall not, however, in any 


<PAGE>   80
                                      -72-



way impair or affect the validity of any such supplemental indenture.

                  SECTION 9.3.      Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Securities or any Guarantee shall comply with the TIA as then in effect.

                  SECTION 9.4.      Revocation and Effect of Amendments and
                                    Consents.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of that Security or portion of that Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. Any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective. Notwithstanding the above,
nothing in this paragraph shall impair the right of any Securityholder under TIA
Section 316(b).

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then
notwithstanding the second and third sentences of the immediately preceding
paragraph, those Persons who were Holders of Securities at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders of
Securities after such record date. Such consent shall be effective only for
actions taken within 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder (and every subsequent Securityholder), unless it
makes a change described in any of clauses (a) through (j) of Section 9.2; if it
makes such a change, the amendment, supplement or waiver shall bind every Holder
consenting thereto and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.


<PAGE>   81
                                      -73-



                  SECTION 9.5.      Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee shall (in accordance with the specific direction of the
Company) request the Holder of the Security to deliver it to the Trustee. The
Trustee shall (in accordance with the specific direction of the Company) place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the
appropriate notation or issue a new Security shall not affect the validity and
effect of such amendment, supplement or waiver.

                  SECTION 9.6.      Trustee To Sign Amendments, Etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article IX if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing such
amendment or waiver the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to Section 7.1) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment or waiver is authorized or permitted by this
Indenture and complies with the provisions hereof (including Section 9.3).

                                    ARTICLE X

                           SUBORDINATION OF SECURITIES

                  SECTION 10.1.     Securities Subordinate to Senior
                                    Indebtedness.

                  The Company covenants and agrees, and each Holder of
Securities, by its acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article X, the
Indebtedness represented by the Securities and the payment of the principal of,
premium, if any, and interest on the Securities are hereby expressly made
subordinate and subject in right of payment as provided in this Article X to the
prior payment in full in cash or Cash 


<PAGE>   82
                                      -74-



Equivalents or, as acceptable to the holders of Senior Indebtedness, in any
other manner, of all Senior Indebtedness.

                  This Article X shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of or continue to
hold Senior Indebtedness and such provisions are made for the benefit of the
holders of Senior Indebtedness; and such holders are made obligees hereunder and
they or each of them may enforce such provisions.

                  SECTION 10.2.     Payment Over of Proceeds upon Dissolution,
                                    etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, arrangement, reorganization or
other similar case or proceeding in connection therewith, relative to the
Company or to its creditors, as such, or to its assets, whether voluntary or
involuntary, or (b) any liquidation, dissolution or other winding-up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets or liabilities of the Company (except in
connection with the merger or consolidation of the Company or its liquidation or
dissolution following the transfer of substantially all of its assets, upon the
terms and conditions permitted under the circumstances described in Section
5.1), then and in any such event:

                    (1) the holders of Senior Indebtedness will be entitled to
         receive payment and satisfaction of all Obligations due or in respect
         of all Senior Indebtedness and before the Holders of the Securities are
         entitled to receive or retain any payment or distribution of any kind
         or character (other than a payment or distribution made out of the
         Defeasance Trust) on account of principal of, premium, if any, or
         interest on the Securities; and

                    (2) in the event that, notwithstanding the foregoing
         provisions of this Section 10.2, the Trustee or the Holder of any
         Security shall have received any payment or distribution of assets of
         the Company of any kind, whether in cash, property or securities,
         including, without limitation, by way of set-off or otherwise, in
         respect of principal of, premium, if any, and interest on the
         Securities before all Obligations in respect of Senior Indebtedness are
         paid and satisfied in full in cash, then such payment or distribution
         (other than a payment or distribution made 


<PAGE>   83
                                      -75-


         out of the Defeasance Trust) will be held by the recipient in trust for
         the benefit of holders of Senior Indebtedness and will be immediately
         paid over or delivered to the trustee in bankruptcy, receiver,
         liquidating trustee, custodian, assignee, agent or other Person making
         payment or distribution of assets of the Company for an application to
         the payment of all Obligations with respect to Senior Indebtedness
         remaining unpaid, after giving effect to any concurrent payment or
         distribution to or for the holders of Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article V hereof shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this
Article if the Person formed by such consolidation or the surviving entity of
such merger or the Person which acquires by conveyance, transfer or lease such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer or lease, comply
with the conditions set forth in Article V hereof.

                  SECTION 10.3.     Suspension of Payment When Senior
                                    Indebtedness Is in Default.

                  (a) Unless Section 10.2 hereof shall be applicable, after the
occurrence of a Payment Default no payment or distribution (other than a payment
or distribution made out of the Defeasance Trust) of any assets or securities of
the Company or any of its Subsidiaries of any kind or character may be made by
or on behalf of the Company, including, without limitation, by way of set-off or
otherwise, for or on account of principal of, premium, if any, or interest on
the Securities or for or on account of the purchase, redemption or other
acquisition of the Securities and neither the Trustee nor any Holder or owner of
any Securities shall take or receive from the Company or any Subsidiary of the
Company, directly or indirectly in any manner, payment in respect of all or any
portion of the Securities and the Guarantees following the delivery by the
representative of the holders of Designated Senior Indebtedness (the
"Representative"), to the Trustee of written notice of the occurrence of a
Payment Default, and in any such event, such prohibition shall continue until
such Payment Default is cured, 


<PAGE>   84
                                      -76-



waived in writing or ceases to exist. At such time as the prohibition set forth
in the preceding sentence shall no longer be in effect, subject to the
provisions of the following paragraph, the Company shall resume making any and
all required payments in respect of the Securities, including any missed
payments.

                  (b) Unless Section 10.2 hereof shall be applicable, upon the
occurrence of a Non-Payment Event of Default in respect of Designated Senior
Indebtedness and upon receipt by the Trustee and the Company from the
Representative of written notice of such occurrence, no payment or distribution
(other than a payment or distribution made out of the Defeasance Trust) of any
assets of the Company of any kind or character may be made by the Company,
including, without limitation, by way of set-off or otherwise, for or on account
of any principal of, premium, if any, or interest on the Securities or on
account of the purchase, redemption or other acquisition of Securities, and
neither the Trustee nor any Holder or owner of any Securities shall take or
receive from the Company, directly or indirectly in any manner, payment in
respect of all or a portion of the Securities, for a period (a "Payment Blockage
Period") commencing on the date of receipt by the Trustee of such notice, unless
and until the earliest to occur of the following events: (w) more than 179 days
shall have elapsed since the receipt of such written notice by the Trustee, (x)
such Non-Payment Event of Default shall have been cured or waived in writing or
shall have ceased to exist or such Designated Senior Indebtedness shall have
been paid in full or (y) such Payment Blockage Period shall have been terminated
by written notice to the Company or the Trustee from the Representative
initiating such Payment Blockage Period, or the holders of at least a majority
in principal amount of such issue of Designated Senior Indebtedness, after
which, in the case of clause (w), (x) or (y), the Company shall resume making
any and all required payments in respect of the Securities, including any missed
payments. In no event will a Payment Blockage Period extend beyond 179 days from
the date of receipt by the Trustee of the notice initiating such Payment
Blockage Period. Only one Payment Blockage Period may be commenced within any
365-day period. Notwithstanding any other provisions of this Indenture, no
Non-Payment Event of Default that existed or was continuing on the date of the
commencement of any Payment Blockage Period shall be, or be made, the basis for
the commencement of a second Payment Blockage Period unless such Event of
Default shall have been cured or waived for a period of not less than 90
consecutive days. In no event shall a Payment Blockage Period extend beyond 179
days from the date of the receipt by the Trustee of the notice 


<PAGE>   85
                                      -77-



referred to in this Section 10.3(b) and there must be a 186-consecutive-day
period in any 365-consecutive-day period during which no Payment Blockage Period
is in effect.

                  (c) In the event that, notwithstanding the foregoing, the
Trustee or the Holder of any Security shall have received any payment prohibited
by the foregoing provisions of this Section 10.3, then and in such event such
payment shall be paid over and delivered to the Representative initiating the
Payment Blockage Period, in trust for distribution to the holders of Senior
Indebtedness or, if no amounts are then due in respect of Senior Indebtedness
promptly returned to the Company, or otherwise as a court of competent
jurisdiction shall direct.

                  SECTION 10.4.     Trustee's Relation to Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only the covenants and obligations
of the Trustee as are specifically set forth in this Article X, and no implied
covenants or obligations of the Trustee with respect to the holders of Senior
Indebtedness, shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary or other duty to the holders of Senior
Indebtedness and the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall mistakenly pay over or deliver to Holders, the Company
or any other Person moneys or assets to which any holder of Senior Indebtedness,
shall be entitled by virtue of this Article X or otherwise.

                  SECTION 10.5.     Subrogation to Rights of Holders of Senior
                                    Indebtedness.

                  Upon the payment in full of all Obligations in respect of
Senior Indebtedness the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness, to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness, until the principal of, premium, if any and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of Senior Indebtedness, of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article X, and no payments over
pursuant to the provisions of this Article X to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee 


<PAGE>   86
                                      -78-



shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

                  If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article X shall have
been applied, pursuant to the provisions of this Article X, to the payment of
all amounts payable under the Senior Indebtedness of the Company, then and in
such case the Holders shall be entitled to receive from the holders of such
Senior Indebtedness at the time outstanding any payments or distributions
received by such holders of such Senior Indebtedness in excess of the amount
sufficient to pay all amounts payable under or in respect of such Senior
Indebtedness in full in cash or Cash Equivalents.

                  SECTION 10.6.     Provisions Solely To Define Relative Rights.

                  The provisions of this Article X are and are intended solely
for the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any, and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon a Default or an Event of Default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness, (1) in
any case, proceeding, dissolution, liquidation or other winding-up, assignment
for the benefit of creditors or other marshaling of assets and liabilities of
the Company referred to in Section 10.2 hereof, to receive, pursuant to and in
accordance with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 10.3, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 10.3(c) hereof.


<PAGE>   87
                                      -79-



                  The failure to make a payment on account of principal of,
premium, if any, or interest on the Securities by reason of any provision of
this Article X shall not be construed as preventing the occurrence of a Default
or an Event of Default hereunder.

                  SECTION 10.7.     Trustee To Effectuate Subordination.

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved. If the Trustee
does not file such a claim prior to 30 days before the expiration of the time to
file such a claim, the holders of Senior Indebtedness, or any Representative,
may file such a claim on behalf of Holders of the Securities.

                  SECTION 10.8.     No Waiver of Subordination Provisions.

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section 10.8, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article X
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or any instrument 


<PAGE>   88
                                      -80-



evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any
Person liable in any manner for the collection or payment of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Company and any other Person; provided, however, that in no event shall any such
actions limit the right of the Holders of the Securities to take any action to
accelerate the maturity of the Securities pursuant to Article VI hereof or to
pursue any rights or remedies hereunder or under applicable laws if the taking
of such action does not otherwise violate the terms of this Indenture.

                  SECTION 10.9.     Notice to Trustee.

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company that would prohibit the making of any
payment to or by the Trustee at its Corporate Trust Office in respect of the
Securities. Notwithstanding the provisions of this Article X 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 to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof from the Company or a holder of Senior
Indebtedness; or from any trustee, fiduciary or agent therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of this Section 10.9, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 10.9 at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
under this Indenture (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Indebtedness, or any trustee, fiduciary or
agent therefor, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within five Business Days prior to date of such application; nor shall the
Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate to such effect.



<PAGE>   89
                                      -81-



                  (b) Subject to the provisions of Section 7.1 hereof, the
Trustee shall be entitled to rely on the delivery to it of a written notice to
the Trustee and the Company by a Person representing itself to be a holder of
Senior Indebtedness (or a trustee, fiduciary, agent or other representative
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee, fiduciary, agent or other representative therefor);
provided, however, that failure to give such notice to the Company shall not
affect in any way the ability of the Trustee to rely on such notice. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article X, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article X, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

                  SECTION 10.10.    Reliance on Judicial Order or Certificate of
                                    Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article X, the Trustee, subject to the provisions of Section
7.1 hereof, and the Holders shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness 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 X; provided that the foregoing shall
apply only if such court has been fully apprised of the provisions of this
Article X.



<PAGE>   90
                                      -82-



                  SECTION 10.11.    Rights of Trustee as a Holder of Senior
                                    Indebtedness; Preservation of Trustee's
                                    Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article X with respect to any Senior
Indebtedness that may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article X shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7
hereof.

                  SECTION 10.12.    Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article X shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article X in addition to or in place of the Trustee.

                  SECTION 10.13.    No Suspension of Remedies.

                  Nothing contained in this Article X shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article VI or to pursue any rights or
remedies hereunder or under applicable law, subject to the rights, if any, under
this Article X of the holders, from time to time, of Senior Indebtedness.

                                   ARTICLE XI

                                    GUARANTEE

                  SECTION 11.1.     Unconditional Guarantee.

                  Each Guarantor hereby fully and unconditionally guarantees to
each Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns that: (i) the principal of and interest
on the Securities and all other monetary obligations of the Company under this
Indenture (including obligations to the Trustee) will be promptly paid in full
when due, subject to any applicable grace 


<PAGE>   91
                                      -83-



period, whether at maturity, by acceleration or otherwise and interest on the
overdue principal, if any, and interest on any interest, to the extent lawful,
of the Securities to the Holders or the Trustee will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; (ii) in case of
any extension of time of payment or renewal of any Securities, 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; and (iii) all other obligations of the
Company whether for expenses, indemnification or otherwise under this Indenture
and the Securities will be promptly paid in full when due, subject, however, in
the case of clauses (i), (ii) and (iii) above, to the limitations set forth in
Section 11.3. Each Guarantor hereby agrees that its obligations hereunder shall
be full and unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities or the
Trustee with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and in its Guarantee. If
any Securityholder 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 such Guarantor,
any amount paid by the Company or any such Guarantor to the Trustee or such
Securityholder, each Guarantee to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between it and all other Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VI for the purposes of a
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 acceleration of such obligations as provided in Article VI,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of the Guarantees.


<PAGE>   92
                                      -84-



                  SECTION 11.2.     Severability.

                  In case any provision of this Article XI 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 11.3.     Limitation of Liability.

                  Each Guarantor, and by its acceptance hereof each Holder,
hereby confirms that it is the intention of all such parties that the guarantee
by each Guarantor pursuant to its Guarantee not constitute a fraudulent transfer
or conveyance for purposes of any 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 each Guarantor
hereby irrevocably agree that the obligations of each Guarantor under its
Guarantee 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 of the
other Guarantors in respect of the obligations of such other Guarantors under
the other Guarantees or pursuant to Section 11.5, result in the obligations of
such Guarantor under its Guarantee not constituting such fraudulent transfer or
conveyance.

                  SECTION 11.4.     Guarantors May Consolidate, etc., on Certain
                                    Terms.

                  (a) Nothing contained in this Indenture or in the Securities
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor or shall prevent any sale of assets or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety,
to the Company or another Guarantor. Upon any such consolidation, merger, sale
or conveyance, the Guarantee given by such Guarantor shall no longer have any
force or effect.

                  (b) Upon the sale or disposition as an entirety (whether by
merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or
substantially all its assets) to a Person that is not a Subsidiary of the
Company and which sale or disposition is otherwise in compliance with Section
4.17 and the other terms of this Indenture, such Guarantor shall be deemed
released from all obligations under this Article XI without any further action
required on the part of the Trustee or any Holder.


<PAGE>   93
                                      -85-



                  The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Company accompanied by Officers'
Certificates and Opinions of Counsel certifying as to the compliance with this
Section 11.4. Any Guarantor not so released remains liable for the full amount
of principal of and interest on the Securities as provided in this Article XI.

                  SECTION 11.5.     Guarantee Obligations Subordinated to
                                    Guarantor Senior Indebtedness.

                  Each Guarantor covenants and agrees, and each Holder, by its
acceptance thereof, likewise covenants and agrees, that all payments pursuant to
the Guarantee made by or on behalf of such Guarantor are hereby expressly made
subordinate and subject in right of payment as provided in this Article XI to
the prior payment in full in cash or Cash Equivalents of all amounts payable
under all existing and future Guarantor Senior Indebtedness of such Guarantor.

                  This Section 11.5 and the following Sections 11.6 through
11.17 of this Article XI shall constitute a continuing offer to all persons who,
in reliance upon such provisions, become holders of, or continue to hold
Guarantor Senior Indebtedness of any Guarantor and, to the extent set forth in
Section 11.7(b), holders of Designated Senior Indebtedness; and such provisions
are made for the benefit of the holders of Guarantor Senior Indebtedness of each
Guarantor and, to the extent set forth in Section 11.7(b), holders of Designated
Senior Indebtedness; and such holders (to such extent) are made obligees
hereunder and they or each of them may enforce such provisions.

                  SECTION 11.6.     Payment Over of Proceeds upon Dissolution,
                                    etc., of a Guarantor.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to any Guarantor or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding-up of any Guarantor, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy or (c) any assignment for the benefit
of creditors or any other marshalling of assets or liabilities of any Guarantor,
then and in any such event:


<PAGE>   94
                                      -86-



                    (1) the holders of all Guarantor Senior Indebtedness of such
         Guarantor shall be entitled to receive payment in full in cash or Cash
         Equivalents of all amounts due on or in respect of all such Guarantor
         Senior Indebtedness or provision shall be made for such payment, before
         the Holders are entitled to receive, pursuant to this Guarantee, any
         payment or distribution of any kind or character by or on behalf of
         such Guarantor (excluding any guarantee of Permitted Junior Securities)
         on account of the Guarantee of the Notes hereunder; and

                    (2) any payment or distribution of assets of such Guarantor
         of any kind or character, whether in cash, property or securities
         (excluding any guarantee of Permitted Junior Securities), by set-off or
         otherwise, to which the Holders or the Trustee would be entitled but
         for the subordination provisions of this Article XI shall be paid by
         the liquidating trustee or agent or other person making such payment or
         distribution, whether a trustee in bankruptcy, a receiver or
         liquidating trustee or otherwise, directly to the holders of Guarantor
         Senior Indebtedness of such Guarantor or their representative or
         representatives or to the trustee or trustees under any indenture under
         which any instruments evidencing any of such Guarantor Senior
         Indebtedness may have been issued, ratably according to the aggregate
         amounts remaining unpaid on account of such Guarantor Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full in cash or Cash Equivalents of all such Guarantor
         Senior Indebtedness remaining unpaid, after giving effect to any
         concurrent payment or distribution to the holders of such Guarantor
         Senior Indebtedness; and

                    (3) in the event that, notwithstanding the foregoing
         provisions of this Section 11.6, the Trustee or the Holder of any Note
         shall have received any payment or distribution of assets of such
         Guarantor of any kind or character, whether in cash, property or
         securities, in respect of any Obligations of such Guarantor under this
         Guarantee before all Guarantor Senior Indebtedness of such Guarantor is
         paid in full in cash or Cash Equivalents or payment thereof provided
         for, then and in such event such payment or distribution (excluding any
         guarantee of Permitted Junior Securities) shall be paid over or
         delivered forthwith to the trustee in bankruptcy, receiver, liquidating
         trustee, custodian, assignee, agent or other person making payment or
         distribution of assets of such Guarantor for application to the payment
         of all such Guarantor Senior 


<PAGE>   95
                                      -87-



         Indebtedness remaining unpaid, to the extent necessary to pay all of
         such Guarantor Senior Indebtedness in full in cash or Cash Equivalents,
         after giving effect to any concurrent payment or distribution to or for
         the holders of such Guarantor Senior Indebtedness.

                  SECTION 11.7.     Suspension of Guarantee Obligations When
                                    Guarantor Senior Indebtedness is in Default.

                  (a) Unless Section 11.6 shall be applicable, after the
occurrence of a Payment Default no payment or distribution of any assets of such
Guarantor of any kind or character shall be made by or on behalf of such
Guarantor on account of its Guarantee hereunder or on account of the purchase,
redemption, defeasance or other acquisition of the Securities or any of the
obligations of such Guarantor under this Guarantee unless and until such Payment
Default shall have been cured or waived or shall have ceased to exist or the
Senior Indebtedness as to which such Payment Default relates shall have been
discharged or paid in full in cash or Cash Equivalents, after which, subject to
Section 11.6 (if applicable), such Guarantor shall resume making any and all
required payments in respect of its obligations under this Guarantee.

                  (b) Unless Section 11.6 shall be applicable, during any
Payment Blockage Period in respect of the Notes, no payment or distribution of
any assets of a Guarantor of any kind or character shall be made by or on behalf
of a Guarantor on account of its Guarantee of the Securities hereunder or on
account of any of the other obligations of such Guarantor under this Guarantee;
provided that the foregoing prohibition shall not apply unless such Payment
Blockage Period has been instituted under Section 10.3(b) by a Representative
acting for holders of Designated Senior Indebtedness that also constitutes
Guarantor Senior Indebtedness. Upon the termination of any Payment Blockage
Period, subject to Section 11.6 (if applicable), such Guarantor shall resume
making any and all required payments in respect of its obligations under this
Guarantee.

                  (c) In the event that, notwithstanding the foregoing, the
Trustee or the Holder of any Securities shall have received any payment from a
Guarantor prohibited by the foregoing provisions of this Section 11.7, then and
in such event such payment shall be paid over and delivered forthwith to the
Representative initiating the Payment Blockage Period, in trust for distribution
to the holders of Guarantor Senior Indebtedness or, if no amounts are then due
in respect of Guarantor 


<PAGE>   96
                                      -88-



Senior Indebtedness, prompt return to the Guarantor, or as a court of competent
jurisdiction shall direct.

                  SECTION 11.8.     Guarantee Provisions Solely To Define
                                    Relative Rights.

                  The subordination provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
on the one hand and the holders of Guarantor Senior Indebtedness of each
Guarantor and, to the extent set forth in Section 11.7, holders of Designated
Senior Indebtedness on the other hand. Nothing contained in this Article XI
(other than a release pursuant to Section 11.8) or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among each
Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness
and the Holders of the Securities, the obligation of such Guarantor, which is
absolute and unconditional, to make payments to the Holders in respect of its
obligations under this Guarantee as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against such Guarantor of the Holders of the Securities and creditors of such
Guarantor other than the holders of the Guarantor Senior Indebtedness of such
Guarantor; or (c) prevent the Trustee or the Holder of any Securities from
exercising all remedies otherwise permitted by applicable law upon Default or an
Event of Default under this Indenture, subject to the rights, if any, under the
subordination provisions of this Article XI of the holders of Guarantor Senior
Indebtedness of the Guarantors hereunder and, to the extent set forth in Section
11.7, holders of Designated Senior Indebtedness (1) in any case, proceeding,
dissolution, liquidation or other winding-up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Guarantor
referred to in Section 11.6, to receive, pursuant to and in accordance with such
Section, cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder or (2) under the conditions specified in Section 11.7, to
prevent any payment prohibited by such Section or enforce their rights pursuant
to Section 11.7(c).

                  The failure by any Guarantor to make a payment in respect of
its obligations under this Guarantee by reason of any provision of this Article
XI shall not be construed as preventing the occurrence of a Default or an Event
of Default hereunder.


<PAGE>   97
                                      -89-



                  SECTION 11.9.     Trustee To Effectuate Subordination of
                                    Guarantee Obligations.

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XI and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of any Guarantor whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of such Guarantor owing to such Holder in the form required
in such proceedings and the causing of such claim to be approved. If the Trustee
does not file such a claim prior to 30 days before the expiration of the time to
file such a claim, the holders of Guarantor Senior Indebtedness, or any
Representative, may file such a claim on behalf of Holders of the Securities.

                  SECTION 11.10.    No Waiver of Guarantee Subordination
                                    Provisions.

                  (a) No right of any present or future holder of any Guarantor
Senior Indebtedness of any Guarantor or Designated Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or any Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any non-compliance by the Company or any Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section 11.11, the holders of Guarantor Senior Indebtedness of any Guarantor
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to
the Holders of the Securities and without impairing or releasing the
subordination provided in this Article XI or the obligations hereunder of the
Holders of the Securities to the holders of such Guarantor Senior Indebtedness,
do any one or more of the following: (1) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such Guarantor
Senior Indebtedness or any Senior Indebtedness as to which such Guarantor Senior
Indebtedness relates or any instrument evidencing the same or any agreement
under which 


<PAGE>   98
                                      -90-



such Guarantor Senior Indebtedness or such Senior Indebtedness is outstanding;
(2) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Guarantor Senior Indebtedness or any Senior
Indebtedness as to which such Guarantor Senior Indebtedness relates; (3) release
any person liable in any manner for the collection or payment of such Guarantor
Senior Indebtedness or any Senior Indebtedness as to which such Guarantor Senior
Indebtedness relates; and (4) exercise or refrain from exercising any rights
against such Guarantor and any other person; provided that in no event shall any
such actions limit the right of the Holders of the Securities to take any action
to accelerate the maturity of the Securities pursuant to Article VI hereof or to
pursue any rights or remedies hereunder or under applicable laws if the taking
of such action does not otherwise violate the terms of this Indenture.

                  SECTION 11.11.    Guarantors To Give Notice to Trustee.

                  (a) The Company and each Guarantor shall give prompt written
notice to the Trustee of any fact known to such Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the subordination provisions of this Article 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 to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof at its Corporate Trust Office from the
Company, such Guarantor or a holder of its Guarantor Senior Indebtedness or from
any trustee, fiduciary or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of this Section 11.12,
shall be entitled in all respects to assume that no such facts exist; provided
that if the Trustee shall not have received the notice provided for in this
Section 11.12 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose under this Indenture
(including, without limitation, the payment of the principal of or interest on
any Security), then, anything herein contained to the contrary notwithstanding
but without limiting the rights and remedies of the holders of such Guarantor
Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary that may be received by it within two Business Days
prior to such date; nor shall the 


<PAGE>   99
                                      -91-



Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate from such Guarantor to
such effect.

                  (b) Subject to the provisions of Section 7.01, the Trustee
shall be entitled to rely on the delivery to it of a written notice to the
Trustee, by a person representing himself to be a holder of Guarantor Senior
Indebtedness of any Guarantor (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Guarantor Senior
Indebtedness of any Guarantor to participate in any payment or distribution
pursuant to this Article XI, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness of each Guarantor held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
XI, and if such evidence is not furnished, the Trustee may defer any payment to
such person pending judicial determination as to the right of such person to
receive such payment.

                  SECTION 11.12.    Reliance on Judicial Order or Certificate of
                                    Liquidating Agent Regarding Dissolution,
                                    etc., of Guarantors.

                  Upon any payment or distribution of assets of any Guarantor
referred to in this Article XI, the Trustee, subject to the provisions of
Section 7.01, and the Holders shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Guarantor Senior Indebtedness of such Guarantor and other Indebtedness of such
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven; provided that the foregoing shall apply only if such court has been
fully apprised of the provisions of this Article Eleven.


<PAGE>   100
                                      -92-



                  SECTION 11.13.    Rights of Trustee as a Holder of Guarantor
                                    Senior Indebtedness; Preservation of
                                    Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XI with respect to any Guarantor Senior
Indebtedness of any Guarantor which may at any time be held by the Trustee, to
the same extent as any other holder of such Guarantor Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article XI shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.08.

                  SECTION 11.14.    Article Eleven Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XI shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article XI in addition to or in place of the Trustee;
provided that Section 11.15 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

                  SECTION 11.15.    No Suspension of Remedies Subject to Rights
                                    of Holders of Guarantor Senior Indebtedness.

                  Nothing contained in this Article Eleven shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Securities pursuant to Article VI or to pursue any rights or remedies
hereunder or under applicable law, subject to the rights, if any, under this
Article XI of the holders, from time to time, of Guarantor Senior Indebtedness
of the Guarantors.

                  SECTION 11.16.    Trustee's Relation to Guarantor Senior
                                    Indebtedness.

                  With respect to the holders of Guarantor Senior Indebtedness
of any Guarantor, the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this Article
Eleven (and in Article Ten with respect to Senior Indebtedness), and no implied


<PAGE>   101
                                      -93-



covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness of any Guarantor shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness of any Guarantor and the Trustee shall
not be liable to any holder of Guarantor Senior Indebtedness of any Guarantor if
it shall mistakenly pay over or deliver to Holders, the Company or any other
person moneys or assets to which any holder of Guarantor Senior Indebtedness of
any Guarantor shall be entitled by virtue of this Article Eleven or otherwise.

                  SECTION 11.17.    Waiver of Subrogation.

                  Until all Obligations under each of the Guarantees, the
Securities and this Indenture are paid in full, each of the Guarantors hereby
irrevocably waives any claims or other rights that it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of its obligations under its Guarantee 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 Securities 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 of the Guarantors in violation of the preceding
sentence and the Securities shall not have been paid in full, such amount shall
have been deemed to have been paid to such Person for the benefit of, and held
in trust for the benefit of, the Holders of the Securities, and shall, forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Securities, whether matured or unmatured, in accordance with
the terms of this Indenture. Each of the Guarantors 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
10.06 is knowingly made in contemplation of such benefits.

                  SECTION 11.18.    Execution of Guarantee.

                  To evidence their guarantee to the Securityholders set forth
in this Article XI, each Guarantor hereby agrees to execute a Guarantee in
substantially the form of Exhibit B to this Indenture, which shall be endorsed
on each Security 


<PAGE>   102
                                      -94-



ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby
agrees that its Guarantee set forth in this Article XI shall remain in full
force and effect notwithstanding any failure to endorse on each Security a
notation of a Guarantee. A Guarantee shall be signed on behalf of a Guarantor by
two Officers, or an Officer and an Assistant Secretary, or one Officer shall
sign and one Officer or an Assistant Secretary (each of whom shall, in each
case, have been duly authorized by all requisite corporate or partnership
actions) shall attest to the Guarantee prior to the authentication of the
Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee on behalf of such Guarantor. Such signatures upon a
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee and in case any such officer
who shall have signed a Guarantee shall cease to be such officer before the
Security on which the Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed the Guarantee had not ceased to be such officer of the
Guarantor.

                  SECTION 11.19.    Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor, if any, covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive such
Guarantor from performing a Guarantee as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
each Guarantor, if any, hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



<PAGE>   103
                                      -95-



                                   ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.1.     Trust Indenture Act Controls.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or with another
provision (an "incorporated provision") included in this Indenture by operation
of, Sections 310 to 318, inclusive, of the TIA, such imposed duties or
incorporated provision shall control.

                  SECTION 12.2.     Notices.

                  Any notice or communication shall be deemed given if in
writing and delivered in Person or mailed by first-class mail, addressed as
follows, and received by the addressee:

                  (a)      if to the Company or any Guarantor:

                           Outdoor Communications, Inc.
                           512 Taylor Street
                           Corinth, MS  38834

                           Attention:  John C Stanley IV

                           with a copy to:

                           Goodwin, Procter & Hoar LLP
                           Exchange Place
                           Boston, MA  02109

                           Attention:  David F. Dietz, P.C.

                  (b)      if to the Trustee:

                           First Union National Bank
                           230 South Tryon Street
                           Corporate Trust Department - 9th Floor
                           Charlotte, NC  28288

                           Attention:  Shawn Bednasek

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



<PAGE>   104
                                      -96-



                  Any notice or communication mailed to a Holder of a Security,
including any notice delivered in connection with TIA Section 310(b), TIA
Section 313(c), TIA Section 314(a) and TIA Section 315(b), shall be mailed to
him, first-class postage prepaid, at his address as it appears on the
registration books of the Registrar and shall be deemed given to him if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 12.3.     Communications by Holders with Other Holders

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and any other Person
shall have the protection of TIA Section 312(c).

                  SECTION 12.4.     Certificate and Opinion of Counsel as to
                                    Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture, the Company or
any Guarantor, as the case may be, shall furnish to the Trustee (a) Officers'
Certificates in form and substance satisfactory to the Trustee stating that, in
the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with, (b)
Opinions of Counsel in form and substance satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions have been complied
with and (c) where applicable, a certificate or opinion by an accountant that
complies with TIA Section 314(c).

                  SECTION 12.5.     Statements Required in Certificate and
                                    Opinion of Counsel.

                  Each certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


<PAGE>   105
                                      -97-



                  (a) a statement that the Person making such certificate or
         Opinion of Counsel 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 contained in
         such certificate or Opinion of Counsel are based;

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

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

                  SECTION 12.6.     Rules by Trustee, Paying Agent, Registrar.

                  The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Securityholders.
The Paying Agent or Registrar may make reasonable rules for its functions.

                  SECTION 12.7.     Legal Holidays.

                  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 for the intervening period.

                  SECTION 12.8.     Governing Law.

                  The internal laws of the State of New York shall govern this
Indenture, the Securities without regard to principles of conflict of laws.

                  SECTION 12.9.     No Recourse Against Others.

                  A trustee, director, officer, employee, stockholder or
incorporator, as such, of the Company or a Guarantor shall not have any
liability for any obligations of the Company or a Guarantor under the
Securities, this Indenture or any Guarantee or for any claim based on, in
respect of or by reason of such 


<PAGE>   106
                                      -98-



obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability.

                  SECTION 12.10.    Successors.

                  All agreements of the Company and the Guarantors in this
Indenture, the Securities shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successor.

                  SECTION 12.11.    Duplicate Originals.

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

                  SECTION 12.12.    Joint and Several Obligations.

                  The Company hereby acknowledges that this Agreement is the
independent and several obligation of the Company and may be enforced against
the Company, whether or not enforcement of any right or remedy hereunder has
been sought against any other party hereto. The Company hereby expressly waives,
with respect to any of the amounts owing hereunder by the Company in respect of
the obligations (collectively, the "Other Obligations"), diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
any other party exhaust any right, power or remedy or proceed against the
Company under this Indenture or against any other Person under any other
guarantee of, or security for, any of such Other Obligations.

                  SECTION 12.13.    Separability.

                  In case any provision in this Indenture, the Securities or in
any 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, and a Holder shall have no claim therefor against any party
hereto.

                  SECTION 12.14.    Table of Contents, Headings, Etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, and are not to be considered a part hereof, and shall in no
way modify or restrict any of the terms or provisions hereof.



<PAGE>   107
                                      -99-



                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.

                                      OUTDOOR COMMUNICATIONS, INC.


                                      By: /s/ RICH EBERSOLE
                                         --------------------------------------
                                             Name:  Rich Ebersole
                                             Title: Treasurer and Chief 
                                                    Financial Officer

                                      OCI(N) CORP.


                                      By: /s/ RICH EBERSOLE
                                         --------------------------------------
                                             Name:  Rich Ebersole 
                                             Title: Treasurer and Chief 
                                                    Financial Officer

                                      OCI(S) CORP.


                                      By: /s/ RICH EBERSOLE
                                         --------------------------------------
                                             Name:  Rich Ebersole
                                             Title: Treasurer and Chief 
                                                    Financial Officer

                                      OCIH LLC


                                      By: /s/ RICH EBERSOLE
                                         --------------------------------------
                                             Name:  Rich Ebersole
                                             Title: Treasurer and Chief 
                                                    Financial Officer


                                      FIRST UNION NATIONAL BANK,
                                         as Trustee


                                      By: /s/ SHAWN K. BEDNASEK
                                         --------------------------------------
                                             Name:  Shawn K. Bednasek
                                             Title: Assistant Vice President


<PAGE>   108


                                                                       Exhibit A


                          OUTDOOR COMMUNICATIONS, INC.


                                                            Cusip No.: 690029AA1


No.                               $105,000,000

                    9 1/4% SENIOR SUBORDINATED NOTE DUE 2007


                  OUTDOOR COMMUNICATIONS, INC. promises to pay to CEDE & CO. or
registered assigns upon surrender hereof the principal sum of One Hundred and
Five Million Dollars ($105,000,000) on August 15, 2007.

Interest Payment Dates:  February 15 and August 15.



                                            OUTDOOR COMMUNICATIONS, INC.


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


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


Dated: August 15, 1997


<PAGE>   109
                                      A-2



Certificate of Authentication

                  This is one of the Senior Subordinated Notes due 2007 referred
to in the within-mentioned Indenture.

                                            FIRST UNION NATIONAL BANK,
                                               as Trustee



                                            By:
                                               --------------------------------
                                               Authorized Signatory
 

<PAGE>   110

                                      A-3

                              (REVERSE OF SECURITY)

                          OUTDOOR COMMUNICATIONS, INC.

                    9 1/4% SENIOR SUBORDINATED NOTE DUE 2007


         1. Interest. OUTDOOR COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), promises to pay to the registered holder of this Security, until the
principal hereof is paid or duly provided for, interest on the principal amount
set forth on the face of this Security at a rate of 9 1/4% per annum. Interest
on the Securities will accrue from and including the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from and including August 15, 1997 through but excluding the
date on which interest is paid or duly provided for. Interest shall be payable
in arrears on each February 15 and August 15 and at stated maturity, commencing
February 15, 1998. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Interest on overdue principal and on overdue installments
of interest will accrue at the rate of interest borne by this Security. Interest
on any overdue principal or interest shall be payable on demand.

         2. Method of Payment. The Company will pay interest on the Securities
(except defaulted interest) to the registered Holder of this Security. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for the payment of public and private debts
("U.S. Legal Tender"). However, the Company may pay principal and interest by
wire transfer of Federal funds or interest by check payable in U.S. Legal
Tender.

         3. Paying Agent. Initially, First Union National Bank (the "Trustee")
will act as a Paying Agent. The Company may change any Paying Agent without
notice. Neither the Company nor any of its Affiliates may act as Paying Agent.

         4. Indenture and Guarantees. The Company issued the Securities under an
Indenture dated as of August 15, 1997 (the "Indenture") among the Company, the
Guarantors named therein and the Trustee. This Security is one of an issue of
Securities of the Company issued, or to be issued, under the Indenture.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made 



<PAGE>   111
                                      A-4




part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code Sections 77aaa-77bbbb), as amended from time to time. The Securities are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of them. The Securities are senior obligations of the
Company limited in aggregate principal amount to $105,000,000. The Securities
are guaranteed on a senior subordinated basis, jointly and severally, by the
Guarantors pursuant to Article Eleven of the Indenture.

         5. Subordination. The Securities are subordinated to Senior
Indebtedness of the Company. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Holder by accepting a Security agrees, that the Indebtedness evidenced
by the Securities, including, but not limited to, the payment of principal of,
premium, if any, and interest on the Securities, and any other payment
Obligation of the Company in respect of the Securities is subordinated in right
of payment, to the extent and in the manner provided in the Indenture, to the
prior payment in full in cash of all Senior Indebtedness of the Company (whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed) and authorizes the Trustee to give effect and appoints the Trustee
as attorney-in-fact for such purpose.

         6. Optional Redemption. The Company, at its option, may redeem all or
any of the Securities, in whole or in part, at any time on or after August 15,
2002, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest, if any, to the redemption
date, if redeemed during the 12-month period beginning on August 15 of the years
indicated below:


<TABLE>
<CAPTION>

         Year                                                                   Redemption Price
         ----                                                                   ----------------
<S>      <C>                                                                    <C>     

         2002................................................................       104.625%
         2003................................................................       103.083%
         2004................................................................       101.542%
         2005 and thereafter.................................................       100.000%
</TABLE>


         7. Mandatory Redemption. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the
Securities.

         8. Redemption upon Public Equity Offering. Notwithstanding the
foregoing, the Company may redeem in the aggregate up to one-third of the
original principal amount of Securities 


<PAGE>   112
                                       A-5



at any time and from time to time prior to August 15, 2000 at a redemption price
equal to 109.25% of the aggregate principal amount so redeemed, plus accrued
interest to the redemption date, out of the Net Proceeds of one or more Public
Equity Offerings (other than the Common Stock Offering); provided that at least
two-thirds of the principal amount of Securities originally issued remain
outstanding immediately after the occurrence of any such redemption and that any
such redemption occurs within 60 days following the closing of any such Public
Equity Offering.

         9. 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 of
Securities to be redeemed. On and after the Redemption Date, unless the Company
defaults in making the redemption payment, interest ceases to accrue on
Securities or portions thereof called for redemption.

         10. Offers To Purchase. The Indenture provides that upon the occurrence
of a Change of Control or an Asset Sale and subject to further limitations
contained therein, the Company shall make an offer to purchase outstanding
Securities in accordance with the procedures set forth in the Indenture.

         11. Denominations. The Securities are in registered form without
coupons and only in denominations of $1,000 of principal amount and integral
multiples thereof.

         12. Persons Deemed Owners. The registered Holder of this Security may
be treated as the owner of this Security for all purposes.

         13. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for one year, the Trustee or Paying Agent will pay
the money back to the Company or a Guarantor, as the case may be, at its
request. After that, Holders entitled to the money must look to the Company or a
Guarantor for payment as general creditors unless an "abandoned property" law
designates another Person.

         14. Amendment, Supplement, Waiver, Etc. The Company, any
Guarantors and the Trustee (if a party thereto) may, without the consent of the
Holders of any outstanding Securities, amend, waive or supplement the Indenture,
the Securities or any Guarantee for certain specified purposes, including, among
other things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, and making any change that 


<PAGE>   113
                                      A-6



does not adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture, the Securities or any Guarantee may be made by
the Company, any Guarantor and the Trustee with the consent of the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Securities, subject to certain exceptions requiring the consent of the Holders
of the particular Securities to be affected.

         15. Successor Corporation. When a successor corporation assumes
all the obligations of its predecessor under the Securities or a Guarantee, as
the case may be, and the Indenture and the transaction complies with the terms
of Article V of the Indenture, the predecessor corporation will, except as
provided in Article V, be released from those obligations.

         16. Restrictive Covenants. The Indenture contains certain
covenants that, among other things, limit the ability of the Company and the
Restricted Subsidiaries to make restricted payments, to incur indebtedness, to
create liens, to sell assets, to permit restrictions on dividends and other
payments by Restricted Subsidiaries to the Company, to consolidate, merge or
sell all or substantially all of its assets, to engage in transactions with
affiliates or to engage in certain businesses. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

         17. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.1(a)(viii) or
(ix) of the Indenture with respect to the Company) occurs and is continuing,
then the Holders of not less than 25% in aggregate principal amount of the
outstanding Securities may, and the Trustee upon the request of the Holders of
not less than 25% in aggregate principal amount of the outstanding Securities
shall, declare the Default Amount of and any accrued interest on all of the
Securities to be due and payable as provided in the Indenture. If an Event of
Default specified in Section 6.1(a)(viii) or (ix) of the Indenture occurs with
respect to the Company, the Default Amount shall ipso facto become and be due
and immediately payable without any declaration or other act on the part of the
Trustee or any Holder. Holders may not enforce the Indenture, the Securities or
any Guarantee except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture, the Securities or
any Guarantee. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Securities may 



<PAGE>   114
                                      A-7


direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of the Default Amount, principal or interest) if it determines that
withholding notice is in their interests.

         18. Trustee Dealings with the 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 Trustee.

         19. No Recourse Against Others. A director, officer, employee, partner,
stockholder or incorporator, as such, of the Company or any Guarantor shall not
have any liability for any obligations of the Company or any such Guarantor
under the Indenture, the Securities or any Guarantee or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities and any
Guarantee.

         20. Discharge. The Company's and any Guarantor's obligations pursuant
to the Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Securities or upon the irrevocable deposit with the Trustee of U.S. Legal
Tender or U.S. Government Obligations sufficient to pay when due principal of
and interest on the Securities to maturity or redemption, as the case may be.

         21. Authentication. This Security shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Security.

                  The internal laws of the State of New York shall govern this
Security without regard to principles of conflict of laws.


<PAGE>   115
                                      A-8



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

                           OUTDOOR COMMUNICATIONS, INC.
                           512 Taylor Street
                           Corinth, MS  38834

                           Attention:  Richard Ebersole



<PAGE>   116


                                 ASSIGNMENT FORM


If you the Holder want to assign this Security, fill in the form below and have
your signature guaranteed:


I or we assign and transfer this Security to


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

(Insert assignee's social security or tax ID number)
                                                    ---------------------------

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

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

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

-------------------------------------------------------------------------------
agent to transfer this Security 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 other side of
                                                this Security)


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

<PAGE>   117



                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Security purchased by the Company
pursuant to Section 4.13 or 4.15 of the Indenture, check the Box: [ ]

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 4.13 or 4.15 of the Indenture, state the amount:


                                  $------------


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

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

<PAGE>   118


                                                                       EXHIBIT B


                                    GUARANTEE


                  The undersigned hereby unconditionally guarantees on an
unsecured basis to the Holder of this Security the payments of principal of and
interest on this Security in the amounts and at the time when due and interest
on the overdue principal and interest, if any, of this Security, if lawful, and
the payment or performance of all other obligations of the Company under the
Indenture or the Securities, to the Holder of this Security and the Trustee, all
in accordance with and subject to the terms and limitations of this Security,
Article XI of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article XI of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Security.

                  The obligations of the undersigned to the Holders of
Securities and to the Trustee pursuant to this Guarantee and the Indenture are
expressly set forth in Article XI of the Indenture and reference is hereby made
to the Indenture for the precise terms of this Guarantee and all of the other
provisions of the Indenture to which this Guarantee relates.

                  This Guarantee is subordinated to Guarantor Senior
Indebtedness as and to the extent set forth in Article XI of the Indenture.

                  The internal laws of the State of New York shall govern this
Guarantee without regard to principles of conflict of laws.

                                     OCI(N) CORP.


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


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




<PAGE>   119

                                      -2-


                                     OCI(S) CORP.


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

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


                                     OCIH LLC


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


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