<PAGE>

                                                                     EXHIBIT 4.1

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

                            ASHTON WOODS USA L.L.C.,

                                       and

                            ASHTON WOODS FINANCE CO.,

                                  the Issuers,

                          the GUARANTORS named herein,

                                  as Guarantors

                                       and

                   U.S. Bank National Association, as Trustee

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

                                    INDENTURE

                         Dated as of September 21, 2005

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

                     9.5% Senior Subordinated Notes due 2015

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                           Indenture
Section                                                                          Section
-------                                                                         ----------
<S>                                                                             <C>
310   (a)(1)...............................................................         7.10
      (a)(2)...............................................................         7.10
      (a)(3)...............................................................         N.A.
      (a)(4)...............................................................         N.A.
      (a)(5)...............................................................         N.A.
      (b)..................................................................         7.08; 7.10; 12.02
      (b)(1)...............................................................         7.10
      (c)..................................................................         N.A.
311   (a)..................................................................         7.11
      (b)..................................................................         7.11
      (c)..................................................................         N.A.
312   (a)..................................................................         2.06
      (b)..................................................................         12.03
      (c)..................................................................         12.03
313   (a)..................................................................         7.06
      (b)(1)...............................................................         N.A.
      (b)(2)...............................................................         7.06
      (c)..................................................................         7.06; 12.02
      (d)..................................................................         7.06
314   (a)..................................................................         4.02; 4.04; 12.02
      (b)..................................................................         N.A.
      (c)(1)...............................................................         9.01; 10.05; 12.04
      (c)(2)...............................................................         9.01; 10.05; 12.04
      (c)(3)...............................................................         N.A.
      (d)..................................................................         N.A.
      (e)..................................................................         12.05
      (f)..................................................................         N.A.
315   (a)..................................................................         7.01(b)
      (b)..................................................................         7.05; 12.02
      (c)..................................................................         7.01(a)
      (d)..................................................................         7.01(c)
      (e)..................................................................         6.12
316   (a) (last sentence)..................................................         2.10
      (a)(1)(A)............................................................         6.05
      (a)(1)(B)............................................................         6.04
      (a)(2)...............................................................         N.A.
      (b)..................................................................         6.08
      (c)..................................................................         8.04
317   (a)(1)...............................................................         6.09
      (a)(2)...............................................................         6.10
      (b)..................................................................         2.05; 7.12
318   (a)..................................................................         12.01
      (b)..................................................................         N.A.
      (c)..................................................................         12.01
</TABLE>

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

<PAGE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                 <C>
                                           ARTICLE ONE

                           DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   Definitions....................................................................      1
SECTION 1.02.   Other Definitions..............................................................     32
SECTION 1.03.   Incorporation by Reference of Trust Indenture Act..............................     33
SECTION 1.04.   Rules of Construction..........................................................     33

                                           ARTICLE TWO

                                            THE NOTES

SECTION 2.01.   Amount of Notes................................................................     34
SECTION 2.02.   Form and Dating................................................................     34
SECTION 2.03.   Execution and Authentication...................................................     35
SECTION 2.04.   Registrar and Paying Agent.....................................................     36
SECTION 2.05.   Paying Agent To Hold Money in Trust............................................     36
SECTION 2.06.   Holder Lists...................................................................     36
SECTION 2.07.   Transfer and Exchange..........................................................     37
SECTION 2.08.   Replacement Notes..............................................................     37
SECTION 2.09.   Outstanding Notes..............................................................     38
SECTION 2.10.   Treasury Notes.................................................................     38
SECTION 2.11.   Temporary Notes................................................................     38
SECTION 2.12.   Cancellation...................................................................     39
SECTION 2.13.   Defaulted Interest.............................................................     39
SECTION 2.14.   CUSIP Number...................................................................     39
SECTION 2.15.   Deposit of Moneys..............................................................     39
SECTION 2.16.   Book-Entry Provisions for Global Notes.........................................     40
SECTION 2.17.   Special Transfer Provisions....................................................     42
SECTION 2.18.   Computation of Interest........................................................     43

                                          ARTICLE THREE

                                           REDEMPTION

SECTION 3.01.   Election To Redeem; Notices to Trustee.........................................     44
SECTION 3.02.   Selection by Trustee of Notes To Be Redeemed...................................     44
SECTION 3.03.   Notice of Redemption...........................................................     44
SECTION 3.04.   Effect of Notice of Redemption.................................................     45
SECTION 3.05.   Deposit of Redemption Price....................................................     45
SECTION 3.06.   Notes Redeemed in Part.........................................................     46
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
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                                          ARTICLE FOUR

                                            COVENANTS

SECTION 4.01.   Payment of Notes...............................................................     46
SECTION 4.02.   Reports to Holders.............................................................     46
SECTION 4.03.   Waiver of Stay, Extension or Usury Laws........................................     47
SECTION 4.04.   Compliance Certificate.........................................................     47
SECTION 4.05.   Taxes..........................................................................     48
SECTION 4.06.   Limitations on Additional Indebtedness.........................................     48
SECTION 4.07.   Limitations on Layering Indebtedness...........................................     50
SECTION 4.08.   Limitations on Restricted Payments.............................................     51
SECTION 4.09.   Limitations on Asset Sales.....................................................     53
SECTION 4.10.   Limitations on Transactions with Affiliates....................................     55
SECTION 4.11.   Limitations on Liens...........................................................     57
SECTION 4.12.   Additional Note Guarantees.....................................................     57
SECTION 4.13.   Limitations on Dividend and Other Restrictions Affecting Restricted
                   Subsidiaries................................................................     58
SECTION 4.14.   Limitations on Designation of Unrestricted Subsidiaries........................     59
SECTION 4.15.   Maintenance of Consolidated Tangible Net Worth.................................     60
SECTION 4.16.   Maintenance of Properties; Insurance; Compliance with Law......................     61
SECTION 4.17.   Payments for Consent...........................................................     62
SECTION 4.18.   Legal Existence................................................................     62
SECTION 4.19.   Change of Control Offer........................................................     62
SECTION 4.20.   Limitation on Activities of the Co-Issuer......................................     63

                                          ARTICLE FIVE

                                      SUCCESSOR CORPORATION

SECTION 5.01.   Limitations on Mergers, Consolidations, Etc....................................     63
SECTION 5.02.   Successor Person Substituted...................................................     66

                                           ARTICLE SIX

                                      DEFAULTS AND REMEDIES

SECTION 6.01.   Events of Default..............................................................     66
SECTION 6.02.   Acceleration...................................................................     68
SECTION 6.03.   Other Remedies.................................................................     68
SECTION 6.04.   Waiver of Past Defaults and Events of Default..................................     69
SECTION 6.05.   Control by Majority............................................................     69
SECTION 6.06.   Limitation on Suits............................................................     69
SECTION 6.07.   No Personal Liability of Directors, Officers, Employees and Stockholders.......     69
SECTION 6.08.   Rights of Holders To Receive Payment...........................................     70
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                                 <C>
SECTION 6.09.   Collection Suit by Trustee.....................................................     70
SECTION 6.10.   Trustee May File Proofs of Claim...............................................     70
SECTION 6.11.   Priorities.....................................................................     71
SECTION 6.12.   Undertaking for Costs..........................................................     71
SECTION 6.13.   Restoration of Rights and Remedies.............................................     71

                                          ARTICLE SEVEN

                                             TRUSTEE

SECTION 7.01.   Duties of Trustee..............................................................     71
SECTION 7.02.   Rights of Trustee..............................................................     73
SECTION 7.03.   Individual Rights of Trustee...................................................     74
SECTION 7.04.   Trustee's Disclaimer...........................................................     74
SECTION 7.05.   Notice of Defaults.............................................................     74
SECTION 7.06.   Reports by Trustee to Holders..................................................     74
SECTION 7.07.   Compensation and Indemnity.....................................................     75
SECTION 7.08.   Replacement of Trustee.........................................................     76
SECTION 7.09.   Successor Trustee by Consolidation, Merger, etc................................     76
SECTION 7.10.   Eligibility; Disqualification..................................................     77
SECTION 7.11.   Preferential Collection of Claims Against Issuers..............................     77
SECTION 7.12.   Paying Agents..................................................................     77

                                          ARTICLE EIGHT

                               AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01.   Without Consent of Holders.....................................................     77
SECTION 8.02.   With Consent of Holders........................................................     78
SECTION 8.03.   Compliance with Trust Indenture Act............................................     79
SECTION 8.04.   Revocation and Effect of Consents..............................................     80
SECTION 8.05.   Notation on or Exchange of Notes...............................................     80
SECTION 8.06.   Trustee To Sign Amendments, etc................................................     80
SECTION 8.07.   Effect on Senior Debt..........................................................     81

                                          ARTICLE NINE

                               DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.   Discharge of Indenture.........................................................     81
SECTION 9.02.   Legal Defeasance...............................................................     82
SECTION 9.03.   Covenant Defeasance............................................................     82
SECTION 9.04.   Conditions to Defeasance or Covenant Defeasance................................     82
SECTION 9.05.   Deposited Money and U.S. Government Obligations
                   To Be Held in Trust; Other Miscellaneous Provisions.........................     84
SECTION 9.06.   Reinstatement..................................................................     84
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Page
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<S>                                                                                                 <C>
SECTION 9.07.   Moneys Held by Paying Agent....................................................     85
SECTION 9.08.   Moneys Held by Trustee.........................................................     85

                                           ARTICLE TEN

                                       GUARANTEE OF NOTES

SECTION 10.01.  Guarantee......................................................................     85
SECTION 10.02.  Execution and Delivery of Guarantee............................................     86
SECTION 10.03.  Subordination of Note Guarantee................................................     87
SECTION 10.04.  Limitation of Guarantee........................................................     87
SECTION 10.05.  Release of Guarantor...........................................................     87
SECTION 10.06.  Waiver of Subrogation..........................................................     88

                                         ARTICLE ELEVEN

                                     SUBORDINATION OF NOTES

SECTION 11.01.  Agreement to Subordinate.......................................................     88
SECTION 11.02.  Liquidation; Dissolution; Bankruptcy...........................................     89
SECTION 11.03.  Default on Designated Senior Debt..............................................     89
SECTION 11.04.  Acceleration of Securities.....................................................     90
SECTION 11.05.  When Distribution Must Be Paid Over............................................     90
SECTION 11.06.  Notice by the Issuers..........................................................     91
SECTION 11.07.  Subrogation....................................................................     91
SECTION 11.08.  Relative Rights................................................................     91
SECTION 11.09.  Subordination May Not Be Impaired by the Issuers...............................     92
SECTION 11.10.  Distribution or Notice to Representative.......................................     92
SECTION 11.11.  Rights of Trustee and Paying Agent.............................................     92
SECTION 11.12.  Authorization to Effect Subordination..........................................     93
SECTION 11.13.  Amendments.....................................................................     93

                                         ARTICLE TWELVE

                                          MISCELLANEOUS

SECTION 12.01.  Trust Indenture Act Controls...................................................     93
SECTION 12.02.  Notices........................................................................     93
SECTION 12.03.  Communications by Holders with Other Holders...................................     94
SECTION 12.04.  Certificate and Opinion as to Conditions Precedent.............................     94
SECTION 12.05.  Statements Required in Certificate and Opinion.................................     95
SECTION 12.06.  Rules by Trustee and Agents....................................................     95
SECTION 12.07.  Business Days; Legal Holidays..................................................     95
SECTION 12.08.  Governing Law..................................................................     95
SECTION 12.09.  No Adverse Interpretation of Other Agreements..................................     96
SECTION 12.10.  No Recourse Against Others.....................................................     96
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
SECTION 12.11.  Successors.....................................................................     96
SECTION 12.12.  Multiple Counterparts..........................................................     96
SECTION 12.13.  Table of Contents, Headings, etc...............................................     96
SECTION 12.14.  Separability...................................................................     97

                                            EXHIBITS

Exhibit A       Form of Note...................................................................    A-1
Exhibit B       Form of Legend for Rule 144A Notes and Other Notes That Are Restricted
                   Notes.......................................................................    B-1
Exhibit C       Form of Legend for Regulation S Note...........................................    C-1
Exhibit D       Form of Legend for Global Note.................................................    D-1
Exhibit E       Form of Certificate To Be Delivered in Connection with Transfers to
                   Non-QIB Accredited Investors................................................    E-1
Exhibit F       Form of Certificate To Be Delivered in Connection with Transfers Pursuant
                   to Regulation S.............................................................    F-1
Exhibit G       Form of Guarantee..............................................................    G-1
</TABLE>

                                      -v-

<PAGE>

            INDENTURE, dated as of September 21, 2005, among ASHTON WOODS USA
L.L.C., a Nevada limited liability company (the "Issuer"), ASHTON WOODS FINANCE
CO., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the
"Issuers"), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL
ASSOCIATION, as trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders.

                                  ARTICLE ONE

            DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

            "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person
(other than the Issuer or a Restricted Subsidiary) existing at the time such
Person is merged with or into the Issuer or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

            "Additional Notes" shall mean Notes having identical terms and
conditions to the Notes (except for issue date, issue price and first interest
payment date) issued pursuant to Article Two and in compliance with Section
4.06.

            "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

            "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of Section 4.10, Affiliates
shall be deemed to include, with respect to any Person, any other Person (1)
which beneficially owns or holds, directly or indirectly, 10% or more of any
class of the Voting Stock of the referent Person, (2) of which 10% or more of
the Voting Stock is beneficially owned or held, directly or indirectly, by the
referent Person or (3) with respect to an individual, any immediate family
member of such Person. For purposes of this definition, "control" of a Person
shall mean the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

            "Agent" means any Registrar, Paying Agent or agent for service or
notices and demands.

            "amend" means to amend, supplement, restate or amend and restate or
otherwise modify, including successively; and "amendment" shall have a
correlative meaning.

<PAGE>

            "asset" means any asset or property.

            "Asset Acquisition" means:

            (1) an Investment by the Issuer or any Restricted Subsidiary in any
      other Person if, as a result of such Investment, such Person shall become
      a Restricted Subsidiary, or shall be merged with or into the Issuer or any
      Restricted Subsidiary; or

            (2) the acquisition by the Issuer or any Restricted Subsidiary of
      all or substantially all of the assets of any other Person or any division
      or line of business of any other Person.

            "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets (including Equity
Interests) of the Issuer or any Restricted Subsidiaries other than in the
ordinary course of business. For purposes of this definition, the term "Asset
Sale" shall not include:

            (1) transfers of cash or Cash Equivalents;

            (2) transfers of assets (including Equity Interests) that are
      governed by, and made in accordance with, Section 5.01;

            (3) Permitted Investments and Restricted Payments permitted under
      Section 4.08;

            (4) the creation of or realization on any Permitted Lien;

            (5) transactions in the ordinary course of business, including,
      without limitation, sales (directly or indirectly), dedications and other
      donations to governmental authorities, leases and sales and leasebacks of
      (A) homes, improved land and unimproved land and (B) real estate
      (including related amenities and improvements); and

            (6) any transfer or series of related transfers that, but for this
      clause, would be Asset Sales, if after giving effect to such transfers,
      the aggregate Fair Market Value of the assets transferred in such
      transaction or any such series of related transactions does not exceed
      $2.0 million.

            "Attributable Indebtedness", when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Issuer's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of any lease included in any such Sale and Leaseback
Transaction.

                                      -2-
<PAGE>

            "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

            "Board of Directors" means, with respect to any Person, (i) in the
case of any corporation, the board of directors of such Person, (ii) in the case
of any limited liability company, the board of managers or board of directors of
such Person, as the case may be, (iii) in the case of any partnership, the board
of directors of the general partner of such Person and (iv) in any other case,
the functional equivalent of the foregoing or, in each case, other than for
purposes of the definition of "Change of Control," any duly authorized committee
of such body.

            "Board Resolution" means a copy of a resolution certified pursuant
to an Officers' Certificate to have been duly adopted by the Board of Directors
of the Issuer and to be in full force and effect, and delivered to the Trustee.

            "Borrowing Base" means, at any time of determination, the sum of the
following without duplication:

            (1) 100% of all cash and Cash Equivalents held by the Issuer or any
      Restricted Subsidiary;

            (2) 80% of the book value of Developed Land for which no
      construction has occurred;

            (3) 95% of the cost of the land and construction costs including
      capitalized interest (as reasonably allocated by the Issuer) for all Units
      for which there is an executed purchase contract with a buyer not
      Affiliated with the Issuer, less any deposits, down payments or earnest
      money;

            (4) 80% of the cost of the land and construction costs including
      capitalized interest (as reasonably allocated by the Issuer) for all Units
      for which construction has begun and for which there is not an executed
      purchase agreement with a buyer not Affiliated with the Issuer; and

            (5) 70% of the costs of Entitled Land (other than Developed Land) on
      which improvements have not commenced, less mortgage Indebtedness (other
      than under the Credit Facility) applicable to such land.

            "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

            "Capitalized Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

                                      -3-
<PAGE>

            "Cash Equivalents" means:

            (1) marketable obligations with a maturity of 360 days or less
      issued or directly and fully guaranteed or insured by the United States of
      America or any agency or instrumentality thereof (provided that the full
      faith and credit of the United States of America is pledged in support
      thereof);

            (2) demand and time deposits and certificates of deposit or
      acceptances with a maturity of 180 days or less of any financial
      institution that is a member of the Federal Reserve System having combined
      capital and surplus and undivided profits of not less than $500 million
      and is assigned at least a "B" rating by Thomson Financial BankWatch;

            (3) commercial paper maturing no more than 180 days from the date of
      creation thereof issued by a corporation that is not the Issuer or an
      Affiliate of the Issuer, and is organized under the laws of any State of
      the United States of America or the District of Columbia and rated at
      least A-1 by S&P or at least P-1 by Moody's;

            (4) repurchase obligations with a term of not more than ten days for
      underlying securities of the types described in clause (1) above entered
      into with any commercial bank meeting the specifications of clause (2)
      above; and

            (5) investments in money market or other mutual funds substantially
      all of whose assets comprise securities of the types described in clauses
      (1) through (4) above.

            "Change of Control" means the occurrence of any of the following
      events:

            (1) prior to a Public Equity Offering after the Issue Date, the
      Permitted Holders cease to own, or to have the power to vote or direct the
      voting of, Voting Stock representing more than 50% of the voting power of
      the total outstanding Voting Stock of the Issuer;

            (2) following a Public Equity Offering after the Issue Date, any
      "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
      the Exchange Act), other than one or more Permitted Holders, is or becomes
      the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
      Exchange Act, except that for purposes of this clause that person or group
      shall be deemed to have "beneficial ownership" of all securities that any
      such person or group has the right to acquire, whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of Voting Stock representing more than 35% of the voting power
      of the total outstanding Voting Stock of the Issuer; provided, however,
      that such event shall not be deemed to be a Change of Control so long as
      the Permitted Holders own Voting Stock representing in the aggregate a
      greater percentage of the total voting power of the Voting Stock of the
      Issuer than such other person or group;

            (3) following a Public Equity Offering after the Issue Date, during
      any period of two consecutive years, individuals who at the beginning of
      such period constituted the

                                      -4-
<PAGE>

      Board of Directors (together with any new directors whose election to such
      Board of Directors or whose nomination for election by the members of the
      Issuer was approved by a vote of the majority of the directors of the
      Issuer 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 Issuer;

            (4) (a) all or substantially all of the assets of the Issuer and the
      Restricted Subsidiaries taken as a whole are sold or otherwise transferred
      to any Person other than a Wholly Owned Restricted Subsidiary or one or
      more Permitted Holders or their Affiliates or (b) the Issuer consolidates
      or merges with or into another Person or any Person consolidates or merges
      with or into the Issuer, in either case under this clause (4), in one
      transaction or a series of related transactions in which immediately after
      the consummation thereof Persons beneficially owning (as defined in Rule
      13d-3 and 13d-5 under the Exchange Act), directly or indirectly, Voting
      Stock representing in the aggregate 100% of the total voting power of the
      Voting Stock of the Issuer immediately prior to such consummation do not
      beneficially own (as defined in Rule 13d-3 and 13d-5 under the Exchange
      Act), directly or indirectly, Voting Stock representing a majority of the
      total voting power of the Voting Stock of the Issuer or the surviving or
      transferee Person; or

            (5) the Issuer shall adopt a plan of liquidation or dissolution or
      any such plan shall be approved by the stockholders of the Issuer.

            "Consolidated Amortization Expense" for any period means the
amortization expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

            "Consolidated Cash Flow Available for Fixed Charges" for any period
means the sum, without duplication, of the amounts for such period of:

            (1) Consolidated Net Income; plus

            (2) in each case only to the extent (and in the same proportion)
      deducted in determining Consolidated Net Income and with respect to the
      portion of Consolidated Net Income attributable to any Restricted
      Subsidiary only if a corresponding amount would be permitted at the date
      of determination to be distributed to the Issuer by such Restricted
      Subsidiary without prior approval (that has not been obtained), pursuant
      to the terms of its charter and all agreements, instruments, judgments,
      decrees, orders, statutes, rules and governmental regulations applicable
      to such Restricted Subsidiary or its stockholders,

                  (a) Consolidated Income Tax Expense,

                  (b) Consolidated Amortization Expense (but only to the extent
            not included in Consolidated Interest Expense),

                  (c) Consolidated Depreciation Expense,

                                      -5-
<PAGE>

                  (d) Consolidated Interest Expense and interest and other
            charges amortized to cost of home sales and cost of land sales, and

                  (e) all other non-cash items reducing the Consolidated Net
            Income (excluding any non-cash charge that results in an accrual of
            a reserve for cash charges in any future period) for such period,

            in each case determined on a consolidated basis in accordance with
      GAAP; minus

            (3) the aggregate amount of all non-cash items, determined on a
      consolidated basis, to the extent such items increased Consolidated Net
      Income for such period.

            "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

            "Consolidated Fixed Charge Coverage Ratio" means the ratio of
Consolidated Cash Flow Available for Fixed Charges during the most recent four
consecutive full fiscal quarters for which financial statements are available
(the "Four-Quarter Period") ending on or prior to the date of the transaction
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (the "Transaction Date") to Consolidated Interest Incurred for the
Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow
Available for Fixed Charges and Consolidated Interest Incurred shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

            (1) the incurrence of any Indebtedness or the issuance of any
      Preferred Stock of the Issuer or any Restricted Subsidiary (and the
      application of the proceeds thereof) and any repayment of other
      Indebtedness or redemption of other Preferred Stock (and the application
      of the proceeds therefrom) (other than the incurrence or repayment of
      Indebtedness in the ordinary course of business for working capital
      purposes pursuant to any revolving credit arrangement) occurring during
      the Four-Quarter Period or at any time subsequent to the last day of the
      Four-Quarter Period and on or prior to the Transaction Date, as if such
      incurrence, repayment, issuance or redemption, as the case may be (and the
      application of the proceeds thereof), occurred on the first day of the
      Four-Quarter Period; and

            (2) any Asset Sale or Asset Acquisition (including, without
      limitation, any Asset Acquisition giving rise to the need to make such
      calculation as a result of the Issuer or any Restricted Subsidiary
      (including any Person who becomes a Restricted Subsidiary as a result of
      such Asset Acquisition) incurring Acquired Indebtedness and also including
      any Consolidated Cash Flow Available for Fixed Charges (including any pro
      forma expense and cost reductions calculated on a basis consistent with
      Regulation S-X under the Exchange Act) associated with any such Asset
      Acquisition) occurring during the Four-Quarter Period or at any time
      subsequent to the last day of the Four-Quarter Period and on or prior to
      the Transaction Date, as if such Asset Sale or Asset Acquisition
      (including the incurrence of, or assumption or liability for, any such
      Indebtedness or Acquired Indebtedness) occurred on the first day of the
      Four-Quarter Period.

                                      -6-
<PAGE>

            If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

            In calculating Consolidated Interest Incurred for purposes of
determining the denominator (but not the numerator) of the Consolidated Fixed
Charge Coverage Ratio:

            (1) interest on outstanding Indebtedness determined on a fluctuating
      basis as of the Transaction Date and which will continue to be so
      determined thereafter shall be deemed to have accrued at a fixed rate per
      annum equal to the rate of interest on such Indebtedness in effect on the
      Transaction Date;

            (2) if interest on any Indebtedness actually incurred on the
      Transaction Date may optionally be determined at an interest rate based
      upon a factor of a prime or similar rate, a eurocurrency interbank offered
      rate, or other rates, then the interest rate in effect on the Transaction
      Date will be deemed to have been in effect during the Four-Quarter Period;
      and

            (3) notwithstanding clause (1) or (2) above, interest on
      Indebtedness determined on a fluctuating basis, to the extent such
      interest is covered by agreements with a term of at least one year after
      the Transaction Date relating to Hedging Obligations, shall be deemed to
      accrue at the rate per annum resulting after giving effect to the
      operation of these agreements.

            "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Issuer and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

            "Consolidated Indebtedness" means, as of any date, the total
Indebtedness of the Issuer and the Restricted Subsidiaries as of such date,
determined on a consolidated basis.

            "Consolidated Interest Expense" for any period means the sum,
without duplication, of the total interest expense (other than interest and
other charges amortized to cost of home sales and cost of land sales) of the
Issuer and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP and including without duplication:

            (1) imputed interest on Capitalized Lease Obligations and
      Attributable Indebtedness;

            (2) commissions, discounts and other fees and charges owed with
      respect to letters of credit securing financial obligations, bankers'
      acceptance financing and receivables financings;

            (3) the net costs associated with Hedging Obligations;

                                      -7-
<PAGE>

            (4) amortization of debt issuance costs, debt discount or premium
      and other financing fees and expenses;

            (5) the interest portion of any deferred payment obligations;

            (6) all other non-cash interest expense;

            (7) the product of (a) all dividend payments on any series of
      Disqualified Equity Interests of the Issuer or any Preferred Stock of any
      Restricted Subsidiary (other than any such Disqualified Equity Interests
      or any Preferred Stock held by the Issuer or a Wholly Owned Restricted
      Subsidiary), multiplied by (b) a fraction, the numerator of which is one
      and the denominator of which is one minus the then current combined
      federal, state and local statutory tax rate of the Issuer and the
      Restricted Subsidiaries, expressed as a decimal;

            (8) all interest payable with respect to discontinued operations;
      and

            (9) all interest on any Indebtedness described in clause (7) or (8)
      of the definition of "Indebtedness".

            "Consolidated Interest Incurred" for any period means the sum,
without duplication, of (1) Consolidated Interest Expense and (2) interest
capitalized for such period (including interest capitalized with respect to
discontinued operations but not including interest or other charges amortized to
cost of home sales and cost of land sales).

            "Consolidated Net Income" for any period means the net income (or
loss) of the Issuer and the Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided, however, that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication:

            (1) the net income (or loss) of any Person (other than a Restricted
      Subsidiary) in which any Person other than the Issuer and the Restricted
      Subsidiaries has an ownership interest, except to the extent that cash in
      an amount equal to any such income has actually been received by the
      Issuer or any of its Restricted Subsidiaries during such period;

            (2) except to the extent includible in the consolidated net income
      of the Issuer pursuant to the foregoing clause (1), the net income (or
      loss) of any Person that accrued prior to the date that (a) such Person
      becomes a Restricted Subsidiary or is merged into or consolidated with the
      Issuer or any Restricted Subsidiary or (b) the assets of such Person are
      acquired by the Issuer or any Restricted Subsidiary;

            (3) the net income of any Restricted Subsidiary during such period
      to the extent that the declaration or payment of dividends or similar
      distributions by such Restricted Subsidiary of that income is not
      permitted by operation of the terms of its charter or any agreement,
      instrument, judgment, decree, order, statute, rule or governmental
      regulation applicable to that Subsidiary during such period, except that
      the Issuer's equity

                                      -8-
<PAGE>

      in a net loss of any such Restricted Subsidiary for such period shall be
      included in determining Consolidated Net Income;

            (4) for the purposes of calculating the Restricted Payments Basket
      only, in the case of a successor to the Issuer by consolidation, merger or
      transfer of its assets, any income (or loss) of the successor prior to
      such merger, consolidation or transfer of assets;

            (5) other than for purposes of calculating the Restricted Payments
      Basket, any gain (or loss), together with any related provisions for taxes
      on any such gain (or the tax effect of any such loss), realized during
      such period by the Issuer or any Restricted Subsidiary upon (a) the
      acquisition of any securities, or the extinguishment of any Indebtedness,
      of the Issuer or any Restricted Subsidiary or (b) any Asset Sale by the
      Issuer or any Restricted Subsidiary;

            (6) unrealized gains and losses with respect to Hedging Obligations;

            (7) the cumulative effect of any change in accounting principle;

            (8) the amount of dividends or distributions paid by the Issuer to
      any direct parent in reliance on clause (5) of the second paragraph of
      Section 4.08; and

            (9) other than for purposes of calculating the Restricted Payments
      Basket, any extraordinary gain (or extraordinary loss), together with any
      related provision for taxes on any such extraordinary gain (or the tax
      effect of any such extraordinary loss), realized by the Issuer or any
      Restricted Subsidiary during such period.

            In addition, any return of capital with respect to an Investment
that increased the Restricted Payments Basket pursuant to clause (3)(d) of the
first paragraph of Section 4.08 or decreased the amount of Investments
outstanding pursuant to clause (14) of the definition of "Permitted Investments"
shall be excluded from Consolidated Net Income for purposes of calculating the
Restricted Payments Basket.

            "Consolidated Net Worth" means, with respect to any Person as of any
date, the consolidated stockholders' equity of such Person, determined on a
consolidated basis at the end of the fiscal quarter immediately preceding such
date, as determined in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

            "Consolidated Tangible Assets" means, as of any date, the total
amount of assets of the Issuer and the Restricted Subsidiaries determined on a
consolidated basis at the end of the fiscal quarter immediately preceding such
date, as determined in accordance with GAAP, less (1) Intangible Assets and (2)
any assets securing Non-Recourse Indebtedness up to the amount of such
Non-Recourse Indebtedness.

                                      -9-
<PAGE>

            "Consolidated Tangible Net Worth" means, with respect to any Person
as of any date, the Consolidated Net Worth of such Person determined on a
consolidated basis at the end of the fiscal quarter immediately preceding such
date less (without duplication) all Intangible Assets of such Person as of such
date.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution is located at U.S. Bank
National Association, Corporate Trust Department, EP-MN-WS3C, 60 Livingston
Avenue, St. Paul, MN 55107-1419.

            "Credit Facilities" means the Credit Agreement dated as of January
20, 2005 by and among the Issuer, as borrower, the lenders party thereto and
Wachovia Bank, National Association, as agent for the lenders including any
notes, guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time, including any agreement or instrument extending the maturity
of, refinancing, replacing or otherwise restructuring (including increasing the
amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such
agreements, and any successor or replacement agreement or agreements with the
same or any other agents, creditor, lender or group of creditors or lenders.

            "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

            "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

            "Depository" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Issuer, which Person must be a clearing agency
registered under the Exchange Act.

            "Designated Senior Debt" means (1) Senior Debt and Guarantor Senior
Debt under or in respect of the Credit Facilities and (2) any other Indebtedness
constituting Senior Debt or Guarantor Senior Debt which, at the time of
determination, has an aggregate principal amount of at least $25.0 million and
is specifically designated in the instrument evidencing such Senior Debt as
"Designated Senior Debt."

            "Designation" has the meaning given to this term in Section 4.14.

            "Designation Amount" has the meaning given to this term in Section
4.14.

            "Developed Land" means all Entitled Land of the Issuer and its
Restricted Subsidiaries which is undergoing development or is ready for vertical
construction.

            "Disqualified Equity Interests" of any Person means any class of
Equity Interests of such Person that, by its terms, or by the terms of any
related agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the

                                      -10-
<PAGE>

passage of time would be, required to be redeemed by such Person, whether or not
at the option of the holder thereof, or matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, in whole or in part, on or
prior to the date which is 91 days after the final maturity date of the Notes;
provided, however, that any class of Equity Interests of such Person that, by
its terms, authorizes such Person to satisfy in full its obligations with
respect to the payment of dividends or upon maturity, redemption (pursuant to a
sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of
Equity Interests that are not Disqualified Equity Interests, and that is not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests are
convertible, exchangeable or exercisable) the right to require the Issuer to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
of Section 4.19 and such Equity Interests specifically provide that the Issuer
will not redeem any such Equity Interests pursuant to such provisions prior to
the Issuer's purchase of the Notes as required pursuant to the provisions of
Section 4.19.

            "Entitled Land" means all land of the Issuer and the Restricted
Subsidiaries (a) on which Units may be constructed or which may be utilized for
commercial, retail or industrial uses, in each case, under applicable laws and
regulations and (b) the intended use by the Issuer for which is permissible
under the applicable regional plan, development agreement or applicable zoning
ordinance.

            "Equity Interests" of any Person means (1) any and all shares or
other equity interests (including common stock, preferred stock, limited
liability company interests and partnership interests) in such Person and (2)
all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) such shares or other interests in such Person.

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

            "Exchange Notes" has the meaning provided in the Registration Rights
Agreement.

            "Fair Market Value" means, with respect to any asset, the price
(after taking into account any liabilities relating to such assets) that would
be negotiated in an arm's-length transaction for cash between a willing seller
and a willing and able buyer, neither of which is under any compulsion to
complete the transaction, as such price is determined in good faith by the Board
of Directors of the Issuer or a duly authorized committee thereof, as evidenced
by a resolution of such Board or committee.

            "Financing Documents" means this Indenture, the Registration Rights
Agreement, the Notes and the Guarantees.

                                      -11-
<PAGE>

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the Issue Date.

            "guarantee" means a direct or indirect guarantee by any Person of
any Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). "guarantee," when used as a verb, and "guaranteed" have correlative
meanings.

            "Guarantor" means each Restricted Subsidiary of the Issuer on the
Issue Date, and each other Person that is required to become a Guarantor by the
terms of this Indenture after the Issue Date, in each case, until such Person is
released from its Note Guarantee.

            "Guarantor Senior Debt" means, with respect to any Guarantor, the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of such Guarantor,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Notes.

            Without limiting the generality of the foregoing, "Guarantor Senior
Debt" shall also include the principal of, premium, if any, interest (including
any interest accruing subsequent to the filing of a petition of bankruptcy at
the rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) on, and all other
amounts owing in respect of:

            (1) all monetary obligations of every nature of such Guarantor
      under, or with respect to, the Credit Facilities, including, without
      limitation, obligations to pay principal and interest, reimbursement
      obligations under letters of credit, fees, expenses and indemnities (and
      guarantees thereof); and

            (2) all Hedging Obligations in respect of the Credit Facilities;

in each case whether outstanding on the Issue Date or thereafter incurred.

                                      -12-
<PAGE>

            Notwithstanding the foregoing, "Guarantor Senior Debt" shall not
include:

            (1) any Indebtedness of such Guarantor to the Issuer or any of its
      Subsidiaries;

            (2) Indebtedness to, or guaranteed on behalf of, any director,
      officer or employee of the Issuer or any of its other Subsidiaries
      (including, without limitation, amounts owed for compensation);

            (3) obligations to trade creditors and other amounts incurred (but
      not under the Credit Facilities) in connection with obtaining goods,
      materials or services;

            (4) Indebtedness represented by Disqualified Equity Interests;

            (5) any liability for taxes owed or owing by such Guarantor;

            (6) that portion of any Indebtedness incurred in violation of
      Section 4.06 (but, as to any such obligation, no such violation shall be
      deemed to exist for purposes of this clause (6) if the holder(s) of such
      obligation or their representative shall have received an officers'
      certificate of such Guarantor to the effect that the incurrence of such
      Indebtedness does not (or, in the case of revolving credit indebtedness,
      that the incurrence of the entire committed amount thereof at the date on
      which the initial borrowing thereunder is made would not) violate such
      provisions of this Indenture);

            (7) Indebtedness which, when incurred and without respect to any
      election under Section 1111(b) of Title 11, United States Code, is without
      recourse to such Guarantor; and

            (8) any Indebtedness which is, by its express terms, subordinated in
      right of payment to any other Indebtedness of such Guarantor.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in interest rates, (2) agreements or arrangements
designed to protect such Person against fluctuations in foreign currency
exchange rates in the conduct of its operations or (3) any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices, in each case entered into in the ordinary course of business for bona
fide hedging purposes and not for the purpose of speculation.

            "Holder" means any registered holder, from time to time, of the
Notes.

            "incur" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided, however, that (1) the Indebtedness of a Person existing
at the time such Person became a Restricted Subsidiary or at the time such
Person merged with or into the Issuer or a Restricted Subsidiary shall be deemed
to have

                                      -13-
<PAGE>

been incurred at such time and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

            "Indebtedness" of any Person at any date means, without duplication:

            (1) all liabilities, contingent or otherwise, of such Person 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);

            (2) all obligations of such Person evidenced by bonds, debentures,
      notes or other similar instruments;

            (3) all obligations of such Person in respect of letters of credit
      or other similar instruments (or reimbursement obligations with respect
      thereto);

            (4) all obligations of such Person to pay the deferred and unpaid
      purchase price of property or services, except trade payables and accrued
      expenses incurred by such Person in the ordinary course of business in
      connection with obtaining goods, materials or services;

            (5) the maximum fixed redemption or repurchase price of all
      Disqualified Equity Interests of such Person;

            (6) all Capitalized Lease Obligations of such Person;

            (7) all Indebtedness of others secured by a Lien on any asset of
      such Person, whether or not such Indebtedness is assumed by such Person;

            (8) all Indebtedness of others guaranteed by such Person to the
      extent of such guarantee; provided, however, that Indebtedness of the
      Issuer or its Subsidiaries that is guaranteed by the Issuer or the
      Issuer's Subsidiaries shall be counted only once in the calculation of the
      amount of Indebtedness of the Issuer and its Subsidiaries on a
      consolidated basis;

            (9) all Attributable Indebtedness;

            (10) to the extent not otherwise included in this definition,
      Hedging Obligations of such Person;

            (11) all obligations of such Person under conditional sale or other
      title retention agreements relating to assets purchased by such Person;
      and

            (12) the liquidation value of Preferred Stock of a Subsidiary of
      such Person issued and outstanding and held by any Person other than such
      Person (or one of its Wholly Owned Restricted Subsidiaries).

            Notwithstanding the foregoing, the following shall not be considered
Indebtedness: (a) earn-outs or similar profit sharing arrangements provided for
in acquisition agreements

                                      -14-
<PAGE>

which are determined on the basis of future operating earnings or other similar
performance criteria (which are not determinable at the time of acquisition) of
the acquired assets or entities; and (b) accrued expenses, trade payables,
customer deposits or deferred income taxes arising in the ordinary course of
business. Any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof shall be deemed to have been incurred at the full
principal amount at maturity thereof. 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, the maximum liability of such Person for any
such contingent obligations at such date and, in the case of clause (7), the
lesser of (a) the Fair Market Value of any asset subject to a Lien securing the
Indebtedness of others on the date that the Lien attaches and (b) the amount of
the Indebtedness secured. For purposes of clause (5), the "maximum fixed
redemption or repurchase price" of any Disqualified Equity Interests that do not
have a fixed redemption or repurchase price shall be calculated in accordance
with the terms of such Disqualified Equity Interests as if such Disqualified
Equity Interests were redeemed or repurchased, as the case may be, on any date
on which an amount of Indebtedness outstanding shall be required to be
determined pursuant to this Indenture.

            This Indenture does not restrict any Unrestricted Subsidiary from
incurring Indebtedness nor will Indebtedness of any Unrestricted Subsidiaries be
included in the Consolidated Fixed Charge Coverage Ratio or the ratio of
Consolidated Indebtedness to Consolidated Tangible Net Worth hereunder, as long
as the Unrestricted Subsidiary incurring such Indebtedness remains an
Unrestricted Subsidiary.

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

            "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and disinterested and independent with
respect to the Issuer and its Affiliates or, in the case of an Affiliate
Transaction involving the sale, transfer or other disposition or purchase of
real property by the Issuer or a Restricted Subsidiary, an appraisal firm
reasonably satisfactory to the independent financial institution that provided
the financing for the initial acquisition of such real property by the Affiliate
of the Issuer or such Restricted Subsidiary.

            "Initial Purchasers" means UBS Securities LLC and Wachovia Capital
Markets, LLC.

            "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

            "Intangible Assets" means, with respect to any Person, all
unamortized debt discount and expense, unamortized deferred charges, goodwill,
patents, trademarks, service marks, trade names, copyrights, write-ups of assets
over their carrying value (other than write-ups which occurred prior to the
Issue Date and other than, in connection with the acquisition of an asset, the
write-up of the value of such asset to its Fair Market Value in accordance with
GAAP on the date

                                      -15-
<PAGE>

of acquisition) and all other items which would be treated as intangibles on the
consolidated balance sheet of such Person prepared in accordance with GAAP.

            "interest" means, with respect to the Notes, interest and Additional
Interest, if any, on the Notes.

            "Interest Payment Dates" means each April 1 and October 1,
commencing April 1, 2006.

            "Investments" of any Person means:

            (1) all direct or indirect investments by such Person in any other
      Person in the form of loans, advances or capital contributions or other
      credit extensions constituting Indebtedness of such other Person, and any
      guarantee of Indebtedness of any other Person;

            (2) all purchases (or other acquisitions for consideration) by such
      Person of Indebtedness, Equity Interests or other securities of any other
      Person;

            (3) all other items that would be classified as investments on a
      balance sheet of such Person prepared in accordance with GAAP; and

            (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.14. If the Issuer or any Subsidiary sells or otherwise disposes
of any Equity Interests of any Subsidiary, or any Subsidiary issues any Equity
Interests, in either case such that, after giving effect to any such sale,
disposition or other issuance, such Person is no longer a Subsidiary, the Issuer
shall be deemed to have made an Investment on the date of any such sale, other
disposition or other issuance equal to the Fair Market Value of the Equity
Interests of and all other Investments in such Subsidiary not sold, disposed of
or issued, which amount shall be determined by the Board of Directors of the
Issuer. Notwithstanding the foregoing, redemptions of Equity Interests of the
Issuer shall be deemed not to be Investments.

            "Issue Date" means September 21, 2005, the date on which the Notes
are originally issued.

            "Issuer" means the party named as such in the first paragraph of
this Indenture until a successor replaces such party pursuant to Article Five
and thereafter means the successor.

            "Issuer Request" means any written request signed in the name of the
Issuer by the Chairman of the Board of Directors, the Chief Executive Officer,
the President, any Vice President, the Chief Financial Officer or the Treasurer
of the Issuer and attested to by the Secretary or any Assistant Secretary of the
Issuer.

                                      -16-
<PAGE>

            "Issuers" has the meaning given to this term in the preamble hereto.

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

            "Moody's" means Moody's Investors Service, Inc., and its successors.

            "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of

            (1) brokerage commissions and other fees and expenses (including
      fees and expenses of legal counsel, accountants and investment banks) of
      such Asset Sale;

            (2) provisions for taxes payable as a result of such Asset Sale
      (after taking into account any available tax credits or deductions and any
      tax sharing arrangements);

            (3) amounts required to be paid to any Person (other than the Issuer
      or any Restricted Subsidiary and other than under the Credit Facilities)
      owning a beneficial interest in the assets subject to the Asset Sale or
      having a Lien thereon;

            (4) payments of unassumed liabilities (not constituting
      Indebtedness) relating to the assets sold at the time of, or within 30
      days after the date of, such Asset Sale; and

            (5) appropriate amounts to be provided by the Issuer or any
      Restricted Subsidiary, as the case may be, as a reserve required in
      accordance with GAAP against any adjustment in the sale price of such
      asset or assets or any liabilities associated with such Asset Sale and
      retained by the Issuer or any Restricted Subsidiary, as the case may be,
      after such Asset Sale, including pensions and other postemployment benefit
      liabilities, liabilities related to environmental matters and liabilities
      under any indemnification obligations associated with such Asset Sale, all
      as reflected in an Officers' Certificate delivered to the Trustee;
      provided, however, that any amounts remaining after adjustments,
      revaluations or liquidations of such reserves shall constitute Net
      Available Proceeds.

            "Non-Recourse Indebtedness" with respect to any Person means
Indebtedness of such Person for which (1) the sole legal recourse for collection
of principal and interest on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 90 days after the acquisition of such property
and (2) no other assets of such Person may be realized upon in collection of
principal or interest on such Indebtedness.

                                      -17-
<PAGE>

            "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

            "Notes" means the 9.5% Senior Subordinated Notes due 2015 issued by
the Issuers, including, without limitation, the Private Exchange Notes, if any,
and the Exchange Notes, treated as a single class of securities, as amended from
time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture.

            "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

            "Offer" has the meaning set forth in the definition of "Offer to
Purchase."

            "Offer Expiration Date" has the meaning set forth in the definition
of "Offer to Purchase."

            "Offer to Purchase" means a written offer (the "Offer") sent by or
on behalf of the Issuers by first-class mail, postage prepaid, to each Holder at
its address appearing in the register for the Notes on the date of the Offer
offering to purchase up to the principal amount of Notes specified in such Offer
at the purchase price specified in such Offer (as determined pursuant to this
Indenture). Unless otherwise required by applicable law, the Offer shall specify
an expiration date (the "Offer Expiration Date") of the Offer to Purchase, which
shall be not less than 30 Business Days nor more than 60 days after the date of
such Offer, and a settlement date (the "Purchase Date") for purchase of Notes to
occur no later than three Business Days after the Offer Expiration Date. The
Offer shall contain all the information required by applicable law to be
included therein. The Offer shall also contain information concerning the
business of the Issuer and its Subsidiaries which the Issuer in good faith
believes will enable such Holders to make an informed decision with respect to
the Offer to Purchase. Such information shall include, at a minimum, (i) the
most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the document required to be delivered to Holders pursuant to
Section 4.02 (which requirements may be satisfied by delivery of such documents
together with the Offer), (ii) a description of material developments in the
Issuer's business subsequent to the date of the latest of such financial
statements referred to in clause (i) (including a description of the events
requiring the Issuer to make the Offer to Purchase), (iii) if applicable,
appropriate pro forma financial information concerning the Offer to Purchase and
the events requiring the Issuer to make the Offer to Purchase and (iv) any other
information required by applicable law to be included therein. The Offer shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

            (1) the Section of this Indenture pursuant to which the Offer to
      Purchase is being made;

            (2) the Offer Expiration Date and the Purchase Date;

                                      -18-
<PAGE>

            (3) the aggregate principal amount of the outstanding Notes offered
      to be purchased by the Issuer pursuant to the Offer to Purchase
      (including, if less than 100%, the manner by which such amount has been
      determined pursuant to the Section of this Indenture requiring the Offer
      to Purchase) (the "Purchase Amount");

            (4) the purchase price to be paid by the Issuer for each $1,000
      aggregate principal amount of Notes accepted for payment (the "Purchase
      Price");

            (5) that the Holder may tender all or any portion of the Notes
      registered in the name of such Holder and that any portion of a Note
      tendered must be tendered in an integral multiple of $1,000 principal
      amount;

            (6) the place or places where Notes are to be surrendered for tender
      pursuant to the Offer to Purchase;

            (7) that interest on any Note not tendered or tendered but not
      purchased by the Issuer pursuant to the Offer to Purchase will continue to
      accrue;

            (8) that on the Purchase Date the Purchase Price will become due and
      payable upon each Note being accepted for payment pursuant to the Offer to
      Purchase and that interest thereon shall cease to accrue on and after the
      Purchase Date;

            (9) that each Holder electing to tender all or any portion of a Note
      pursuant to the Offer to Purchase will be required to surrender such Note,
      with the form entitled "Option of Holder to Elect Purchase" on the reverse
      of the Note completed, at the place or places specified in the Offer prior
      to the close of business on the Offer Expiration Date (such Note being, if
      the Issuer so requires, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Issuer duly executed
      by, the Holder thereof or its attorney duly authorized in writing);

            (10) that Holders will be entitled to withdraw all or any portion of
      Notes tendered if the Issuer receives, not later than the close of
      business on the fifth Business Day preceding the Offer Expiration Date, a
      telegram, telex, facsimile transmission or letter setting forth the name
      of the Holder, the principal amount of the Note the Holder tendered, the
      certificate number of the Note the holder tendered and a statement that
      such Holder is withdrawing all or a portion of its tender;

            (11) that (a) if Notes in an aggregate principal amount less than or
      equal to the Purchase Amount are duly tendered and not withdrawn pursuant
      to the Offer to Purchase, the Issuer shall purchase all such Notes and (b)
      if Notes in an aggregate principal amount in excess of the Purchase Amount
      are tendered and not withdrawn pursuant to the Offer to Purchase, the
      Issuer shall purchase Notes having an aggregate principal amount equal to
      the Purchase Amount on a pro rata basis (with such adjustments as may be
      deemed appropriate so that only Notes in denominations of $1,000 principal
      amount or integral multiples thereof shall be purchased); and

                                      -19-
<PAGE>

            (12) that in the case of any Holder whose Note is purchased only in
      part, the Issuer shall execute and deliver to the Holder of such Note
      without service charge, a new Note or Notes, of any authorized
      denomination as requested by such Holder, in an aggregate principal amount
      equal to and in exchange for the unpurchased portion of the Note so
      tendered.

            An Offer to Purchase shall be governed by and effected in accordance
with the provisions above pertaining to any Offer.

            On or before the Purchase Date, the Issuer shall (i) accept for
payment Notes or portions thereof tendered and not withdrawn pursuant to the
Offer, (ii) deposit with the Trustee U.S. Dollars sufficient to pay the Purchase
Price, plus accrued interest, if any, of all Notes to be purchased and (iii)
deliver to the Trustee Notes so accepted together with an Officers' Certificate
stating the Notes or portions thereof being purchased by the Issuer. The Trustee
shall promptly mail to the Holders of Notes so accepted payment in an amount
equal to the Purchase Price, plus accrued interest, if any, thereon.

            "Offering" means the offering of the Notes as described in the
Offering Memorandum.

            "Offering Memorandum" means the Offering Memorandum dated September
16, 2005 pursuant to which the Notes were offered.

            "Officer" of any Person means any of the following of such Person:
the Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer or the
Secretary.

            "Officers' Certificate" of any Person means a certificate signed by
two Officers of such Person.

            "Opinion of Counsel" means a written opinion reasonably satisfactory
in form and substance to the Trustee from legal counsel, which counsel is
reasonably acceptable to the Trustee, stating the matters required by Section
12.05 and delivered to the Trustee.

            "Pari Passu Indebtedness" means any Indebtedness of the Issuer or
any Guarantor that ranks pari passu in right of payment with the Notes or the
Note Guarantees, as applicable.

            "Permitted Holders" means (1)(a) Elly Nevada, Inc., (b) Norman
Nevada, Inc., (c) Larry Nevada, Inc., (d) Little Shots Nevada, L.L.C., (e) Elly
Colorado, Inc., (f) Norman Colorado, Inc. and (g) Larry Colorado, Inc; (2) any
equityholder, general partner or managing member of any of the Persons
referenced above in clause (1); (3) any officer, director, employee, member,
partner or equityholder of the manager or general partner of any of the Persons
referenced above in clauses (1) and (2); (4) the spouses and descendants of the
Persons referenced in clause (2); (5) in the event of the incompetence or death
of any of the persons referred to in clause (2) and (3) above, such Person's
estate, executor, administrator, committee or other personal representative, in
each case who at a particular date shall be the beneficial owner of or have the
right to acquire, directly or indirectly, capital stock of the Issuer (or any
other direct or indi-

                                      -20-
<PAGE>

rect parent company of the Issuer); and (6) any trust created for the benefit
of, or any entity or entities wholly-owned by, the Persons referenced above in
clauses (1) through (5).

            "Permitted Investment" means:

            (1) Investments by the Issuer, the Co-Issuer or any Restricted
      Subsidiary in (a) any Restricted Subsidiary or (b) in any Person that is
      or will become immediately after such Investment a Restricted Subsidiary
      or that will merge or consolidate into the Issuer or a Restricted
      Subsidiary;

            (2) Investments in the Issuer by any Restricted Subsidiary;

            (3) loans and advances to directors, employees and officers of the
      Issuer and the Restricted Subsidiaries for bona fide business purposes and
      to purchase Equity Interests of the Issuer not in excess of $2.0 million
      at any one time outstanding;

            (4) Hedging Obligations incurred pursuant to clause (4) of the
      second paragraph of Section 4.06;

            (5) cash and Cash Equivalents;

            (6) receivables owing to the Issuer or any Restricted Subsidiary if
      created or acquired in the ordinary course of business and payable or
      dischargeable in accordance with customary trade terms; provided, however,
      that such trade terms may include such concessionary trade terms as the
      Issuer or any such Restricted Subsidiary deems reasonable under the
      circumstances;

            (7) Investments in securities of trade creditors or customers
      received pursuant to any plan of reorganization or similar arrangement
      upon the bankruptcy or insolvency of such trade creditors or customers;

            (8) Investments made by the Issuer or any Restricted Subsidiary as a
      result of consideration received in connection with an Asset Sale made in
      compliance with Section 4.09;

            (9) lease, utility and other similar deposits in the ordinary course
      of business;

            (10) Investments made by the Issuer or a Restricted Subsidiary for
      consideration consisting only of Qualified Equity Interests of the Issuer;

            (11) stock, obligations or securities received in settlement of
      debts created in the ordinary course of business and owing to the Issuer
      or any Restricted Subsidiary or in satisfaction of judgments;

            (12) Investments in existence on the Issue Date;

            (13) Investments made by the Issuer or any Restricted Subsidiary in
      joint ventures in the business of the Issuer or such Restricted Subsidiary
      with unaffiliated third

                                      -21-
<PAGE>

      parties in an aggregate amount at any one time outstanding not to exceed
      30% of the Issuer's Consolidated Tangible Net Worth at such time (with
      each Investment being valued as of the date made and without regard to
      subsequent changes in value); and

            (14) other Investments in an aggregate amount not to exceed 5% of
      the Issuer's Consolidated Tangible Net Worth at such time (with each
      Investment being valued as of the date made and without regard to
      subsequent changes in value).

            The amount of Investments outstanding at any time pursuant to
clauses (13) or (14) above shall be deemed to be reduced:

            (a) upon the disposition or repayment of or return on any Investment
      made pursuant to clauses (13) or (14) above, by an amount equal to the
      return of capital with respect to such Investment to the Issuer or any
      Restricted Subsidiary (to the extent not included in the computation of
      Consolidated Net Income), less the cost of the disposition of such
      Investment and net of taxes; and

            (b) upon a Redesignation of an Unrestricted Subsidiary as a
      Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair
      Market Value of the Issuer's proportionate interest in such Subsidiary
      immediately following such Redesignation, and (y) the aggregate amount of
      Investments in such Subsidiary that increased (and did not previously
      decrease) the amount of Investments outstanding pursuant to clauses (13)
      or (14) above.

            "Permitted Junior Securities" means:

            (1) Equity Interests in the Issuer, the Co-Issuer or any Guarantor;
      or

            (2) debt securities issued pursuant to a confirmed plan of
      reorganization that are subordinated in right of payment to (a) all Senior
      Debt and Guarantor Senior Debt and (b) any debt securities issued in
      exchange for Senior Debt to substantially the same extent as, or to a
      greater extent than, the Notes and the Note Guarantees are subordinated to
      Senior Debt and Guarantor Senior Debt under this Indenture.

            "Permitted Liens" means the following types of Liens:

            (1) (a) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
      imposed by law incurred in the ordinary course of business and (b) Liens
      for taxes, assessments or governmental charges or claims, in either case,
      for sums not yet delinquent or being contested in good faith by
      appropriate proceedings, if such reserve or other appropriate provision,
      if any, as shall be required by GAAP shall have been made in respect
      thereof;

            (2) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security, or to secure the performance of
      tenders, statutory obligations, surety and appeal

                                      -22-
<PAGE>

      bonds, bids, leases, government contracts, performance and return-of-money
      bonds and other similar obligations (exclusive of obligations for the
      payment of borrowed money);

            (3) Liens upon specific items of inventory or other goods and
      proceeds of any Person securing such Person's obligations in respect of
      bankers' acceptances issued or created for the account of such Person to
      facilitate the purchase, shipment or storage of such inventory or other
      goods;

            (4) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other assets
      relating to such letters of credit and products and proceeds thereof;

            (5) Liens encumbering deposits made to secure obligations arising
      from statutory, regulatory, contractual or warranty requirements of the
      Issuer or any Restricted Subsidiary, including rights of offset and
      setoff;

            (6) bankers' Liens, rights of setoff and other similar Liens
      existing solely with respect to cash and Cash Equivalents on deposit in
      one or more accounts maintained by the Issuer or any Restricted
      Subsidiary, in each case granted in the ordinary course of business in
      favor of the bank or banks with which such accounts are maintained,
      securing amounts owing to such bank with respect to cash management and
      operating account arrangements, including those involving pooled accounts
      and netting arrangements; provided, however, that in no case shall any
      such Liens secure (either directly or indirectly) the repayment of any
      Indebtedness;

            (7) leases or subleases (or any Liens related thereto) granted to
      others that do not materially interfere with the ordinary course of
      business of the Issuer or any Restricted Subsidiary;

            (8) Liens arising from filing Uniform Commercial Code financing
      statements regarding leases;

            (9) Liens securing all of the Notes and Liens securing any Note
      Guarantee;

            (10) Liens existing on the Issue Date securing Indebtedness
      outstanding on the Issue Date;

            (11) Liens in favor of the Issuer or a Guarantor;

            (12) Liens securing Senior Debt or Guarantor Senior Debt, including
      Indebtedness under the Credit Facilities;

            (13) Liens securing Non-Recourse Indebtedness of the Issuer or any
      Restricted Subsidiary permitted to be incurred under this Indenture;
      provided, however, that such Liens apply only to the property financed out
      of the net proceeds of such Non-Recourse Indebtedness within 90 days after
      the incurrence of such Non-Recourse Indebtedness;

                                      -23-
<PAGE>

            (14) Liens securing Purchase Money Indebtedness permitted to be
      incurred under this Indenture; provided, however, that such Liens apply
      only to the property acquired, constructed or improved with the proceeds
      of such Purchase Money Indebtedness within 90 days after the incurrence of
      such Purchase Money Indebtedness;

            (15) Liens securing Acquired Indebtedness permitted to be incurred
      under this Indenture; provided, however, that the Liens do not extend to
      assets not subject to such Lien at the time of acquisition (other than
      improvements thereon) and are no more favorable to the lienholders than
      those securing such Acquired Indebtedness prior to the incurrence of such
      Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

            (16) Liens on assets of a Person existing at the time such Person is
      acquired or merged with or into or consolidated with the Issuer or any
      such Restricted Subsidiary (and not created in anticipation or
      contemplation thereof); provided, however, that the Liens do not extend to
      assets of a Person not subject to such Lien at the time of acquisition,
      merger or consolidation (other than improvements thereon) and are no more
      favorable to the lienholders than those securing such assets prior to the
      acquisition or merger with or into or consolidation with the Issuer or a
      Restricted Subsidiary;

            (17) Liens to secure Attributable Indebtedness permitted to be
      incurred under this Indenture; provided, however, that any such Lien shall
      not extend to or cover any assets of the Issuer or any Restricted
      Subsidiary other than the assets which are the subject of the Sale and
      Leaseback Transaction in which the Attributable Indebtedness is incurred;

            (18) Liens to secure Refinancing Indebtedness which is incurred to
      refinance any Indebtedness which has been secured by a Lien permitted
      under this Indenture and which has been incurred in accordance with the
      provisions of this Indenture;

            (19) attachment or judgment Liens not giving rise to a Default and
      which are being contested in good faith by appropriate proceedings;

            (20) easements, rights-of-way, restrictions and other similar
      charges or encumbrances not materially interfering with the ordinary
      course of business of the Issuer and its Subsidiaries;

            (21) zoning restrictions, licenses, restrictions on the use of real
      property or minor irregularities in title thereto, which do not materially
      impair the use of such real property in the ordinary course of business of
      the Issuer and its Subsidiaries or the value of such real property for the
      purpose of such business;

            (22) any right of first refusal, right of first offer, option,
      contract or other agreement to sell an asset; provided, however, such sale
      is not otherwise prohibited under this Indenture;

            (23) Liens securing Hedging Obligations entered into for bona fide
      hedging purposes of the Issuer or any Restricted Subsidiary not for the
      purpose of speculation;

                                      -24-
<PAGE>

            (24) Liens securing Indebtedness incurred pursuant to clause (11) of
      the definition of Permitted Indebtedness; provided such Lien relates only
      to the Developed Land purchased;

            (25) Liens or leases of model home units;

            (26) Liens for homeowner and property owner association developments
      and assessments;

            (27) Liens incurred in the ordinary course of business as security
      for the obligations of the Issuer and its Restricted Subsidiaries with
      respect to indemnification in respect of title insurance providers;

            (28) Liens of a lessor under any Capitalized Lease Obligation
      permitted to be incurred under this Indenture; provided that such Liens do
      not extend to any property or assets which are not leased property subject
      to such Capitalized Lease Obligation; and

            (29) Liens securing Hedging Obligations permitted to be incurred
      pursuant to clause (4) of the definition of "Permitted Indebtedness".

            "Permitted Unrestricted Subsidiary Debt" means Indebtedness of an
Unrestricted Subsidiary:

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

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

            (3) as to which the lenders have been notified in writing that they
      will not have any recourse to the Equity Interests or assets of the Issuer
      or any Restricted Subsidiary or the documentation is otherwise clearly
      non-recourse.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

            "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

                                      -25-
<PAGE>

            "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to creditors and
holders of Equity Interests of such Person.

            "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other equity interests (however designated) of
such Person whether now outstanding or issued after the Issue Date.

            "principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

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

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

            "Private Placement Legend" means the legend initially set forth on
the Rule 144A Notes and Other Notes that are Restricted Notes in the form set
forth in Exhibit B.

            "Purchase Amount" has the meaning set forth in the definition of
"Offer to Purchase."

            "Purchase Date" has the meaning set forth in the definition of
"Offer to Purchase."

            "Public Equity Offering" means an underwritten public offering of
Qualified Equity Interests of the Issuer pursuant to an effective registration
statement filed under the Securities Act.

            "Purchase Money Indebtedness" means Indebtedness of the Issuer or
any Restricted Subsidiary incurred for the purpose of financing all or any part
of the purchase price of property, plant or equipment used in the business of
the Issuer or any Restricted Subsidiary or the cost of installation,
construction or improvement thereof; provided, however, that (1) the amount of
such Indebtedness shall not exceed such purchase price or cost, (2) such
Indebtedness shall not be secured by any asset other than the specified asset
being financed or, in the case of real property or fixtures, including additions
and improvements, the real property to which such asset is attached and (3) such
Indebtedness shall be incurred within 90 days after such acquisition of such
asset by the Issuer or such Restricted Subsidiary or such installation,
construction or improvement.

            "Qualified Equity Interests" means Equity Interests of such Person
other than Disqualified Equity Interests; provided, however, that of any Person
such Equity Interests shall

                                      -26-
<PAGE>

not be deemed Qualified Equity Interests to the extent sold or owed to a
Subsidiary of any Person or financed, directly or indirectly, using funds (1)
borrowed from such Person or any Subsidiary of such Person until and to the
extent such borrowing is repaid or (2) contributed, extended, guaranteed or
advanced by such Person or any Subsidiary of such Person (including, without
limitation, in respect of any employee stock ownership or benefit plan). Unless
otherwise specified, Qualified Equity Interests refer to Qualified Equity
Interests of the Issuer.

            "Qualified Equity Offering" means the issuance and sale of Qualified
Equity Interests of the Issuer to any Persons other than in connection with a
transaction constituting a Change of Control; provided, however, that cash
proceeds therefrom equal to the redemption price of the Notes to be redeemed are
received by the Issuer as a capital contribution immediately prior to such
redemption.

            "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

            "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning.

            "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to the terms of the Notes.

            "refinance" means to refinance, repay, prepay, replace, renew or
refund.

            "Refinancing Indebtedness" means Indebtedness of the Issuer or a
Restricted Subsidiary incurred in exchange for, or the proceeds of which are
used to redeem or refinance in whole or in part, any Indebtedness of the Issuer
or any Restricted Subsidiary (the "Refinanced Indebtedness"); provided, however,
that:

            (1) the principal amount (and accreted value, in the case of
      Indebtedness issued at a discount) of the Refinancing Indebtedness does
      not exceed the principal amount (and accreted value, as the case may be)
      of the Refinanced Indebtedness plus the amount of accrued and unpaid
      interest on the Refinanced Indebtedness, any premium paid to the holders
      of the Refinanced Indebtedness and reasonable expenses incurred in
      connection with the incurrence of the Refinancing Indebtedness;

            (2) the obligor of Refinancing Indebtedness does not include any
      Person (other than the Issuer or any Restricted Subsidiary) that is not an
      obligor of the Refinanced Indebtedness;

            (3) if the Refinanced Indebtedness was subordinated in right of
      payment to the Notes or the Note Guarantees, as the case may be, then such
      Refinancing Indebtedness, by its terms, is subordinate in right of payment
      to the Notes or the Note Guarantees, as the case may be, at least to the
      same extent as the Refinanced Indebtedness, and if the Refinanced
      Indebtedness was pari passu with the Notes or the Note Guarantees, as the
      case may be, then the Refinancing Indebtedness ranks pari passu with, or
      is subordinated in right of payment to, the Notes or the Note Guarantees,
      as the case may be;

                                      -27-
<PAGE>

            (4) the Refinancing Indebtedness has a final stated maturity either
      (a) no earlier than the Refinanced Indebtedness being repaid or amended or
      (b) after the maturity date of the Notes;

            (5) the portion, if any, of the Refinancing Indebtedness that is
      scheduled to mature on or prior to the maturity date of the Notes has a
      Weighted Average Life to Maturity at the time such Refinancing
      Indebtedness is incurred that is equal to or greater than the Weighted
      Average Life to Maturity of the portion of the Refinanced Indebtedness
      being repaid that is scheduled to mature on or prior to the maturity date
      of the Notes; and

            (6) the Refinancing Indebtedness is secured only to the extent, if
      at all, and by the assets, that the Refinanced Indebtedness being repaid,
      extended or amended is secured.

            "Registration Rights Agreement" means (i) the Registration Rights
Agreement dated as of the Issue Date among the Issuer, the Co-Issuer, the
Guarantors and the Initial Purchasers of the Notes issued on the Issue Date and
(ii) any other registration rights agreement entered into in connection with an
issuance of Additional Notes in a private offering after the Issue Date.

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

            "Representative" means any agent or representative in respect of any
Designated Senior Debt; provided, however, that if, and for so long as, any
Designated Senior Debt lacks such representative, then the Representative for
such Designated Senior Debt shall at all times constitute the holders of a
majority in outstanding principal amount of such Designated Senior Debt.

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

            "Restricted Note" has the same meaning as "Restricted Security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided, that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

            "Restricted Payment" means any of the following:

            (1) the declaration or payment of any dividend or any other
      distribution on Equity Interests of the Issuer or any Restricted
      Subsidiary or any payment made to the direct or indirect holders (in their
      capacities as such) of Equity Interests of the Issuer or any Restricted
      Subsidiary, including, without limitation, any payment in connection with
      any merger or consolidation involving the Issuer, but excluding (a)
      dividends or distributions

                                      -28-
<PAGE>

      payable solely in Qualified Equity Interests or through accretion or
      accumulation of such dividends on such Equity Interests and (b) in the
      case of Restricted Subsidiaries, dividends or distributions payable to the
      Issuer or to a Restricted Subsidiary and pro rata dividends or
      distributions payable to minority stockholders of any Restricted
      Subsidiary;

            (2) the redemption of any Equity Interests of the Issuer or any
      Restricted Subsidiary, including, without limitation, any payment in
      connection with any merger or consolidation involving the Issuer, but
      excluding any such Equity Interests held by the Issuer or any Restricted
      Subsidiary;

            (3) any Investment other than a Permitted Investment; or

            (4) any payment of principal of or redemption prior to the scheduled
      maturity or prior to any scheduled repayment of principal or sinking fund
      payment, as the case may be, in respect of Subordinated Indebtedness
      (other than Subordinated Indebtedness owed to and held by the Issuer or
      any Restricted Subsidiary).

            "Restricted Payments Basket" has the meaning given to such term in
clause (3) of the first paragraph of Section 4.08.

            "Restricted Subsidiary" means any Subsidiary of the Issuer other
than an Unrestricted Subsidiary.

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

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

            "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., and its successors.

            "Sale and Leaseback Transaction" means, with respect to any Person,
an arrangement with any bank, insurance company or other lender or investor or
to which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

            "SEC" means the U.S. Securities and Exchange Commission.

            "Secretary's Certificate" means a certificate signed by the
Secretary or an Assistant Secretary of the Issuer.

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

            "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Issuer or the Co-Issuer, whether outstanding on the

                                      -29-
<PAGE>

Issue Date or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes.

            Without limiting the generality of the foregoing, "Senior Debt"
shall include the principal of, premium, if any, interest (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on, and all other amounts
owing in respect of:

            (1) all monetary obligations of every nature under, or with respect
      to, the Credit Facilities, including, without limitation, obligations to
      pay principal and interest, reimbursement obligations under letters of
      credit, fees, expenses and indemnities (and guarantees thereof); and

            (2) all Hedging Obligations in respect of the Credit Facilities;

in each case whether outstanding on the Issue Date or thereafter incurred.

      Notwithstanding the foregoing, "Senior Debt" shall not include:

            (1) any Indebtedness of the Issuer or the Co-Issuer to any of their
      respective Subsidiaries;

            (2) Indebtedness to, or guaranteed on behalf of, any director,
      officer or employee of the Issuer or any of its Subsidiaries (including,
      without limitation, amounts owed for compensation);

            (3) obligations to trade creditors and other amounts incurred (but
      not under the Credit Facilities) in connection with obtaining goods,
      materials or services;

            (4) Indebtedness represented by Disqualified Equity Interests;

            (5) any liability for taxes owed or owing by the Issuer or the
      Co-Issuer;

            (6) that portion of any Indebtedness incurred in violation of
      Section 4.06 (but, as to any such obligation, no such violation shall be
      deemed to exist for purposes of this clause (6) if the holder(s) of such
      obligation or their representative shall have received an Officers'
      Certificate of the Issuer to the effect that the incurrence of such
      Indebtedness does not (or, in the case of revolving credit indebtedness,
      that the incurrence of the entire committed amount thereof at the date on
      which the initial borrowing thereunder is made would not) violate such
      provisions of this Indenture);

            (7) Indebtedness which, when incurred and without respect to any
      election under Section 1111(b) of Title 11, United States Code, is without
      recourse to the Issuer; and

                                      -30-
<PAGE>

            (8) any Indebtedness which is, by its express terms, subordinated in
      right of payment to any other Indebtedness of the Issuer or the Co-Issuer,
      as the case may be.

            "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act as such Regulation is in effect on the Issue Date
and (2) any Restricted Subsidiary that, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as
to which any event described in clause (7) or (8) of Section 6.01 has occurred
and is continuing, would constitute a Significant Subsidiary under clause (1) of
this definition.

            "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

            "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (a) more than 50% of the total voting power of the Equity Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person (or a combination thereof) or (b) that is or is required to be
included in the consolidated financial statements of such Person in accordance
with GAAP. Unless otherwise specified, "Subsidiary" refers to a Subsidiary of
the parent.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

            "Unit" means a residence, whether single or part of a multifamily
building, whether completed or under construction, held by the Issuer or any
Restricted Subsidiary for sale in the ordinary course of business.

            "Unrestricted Subsidiary" means (1) any Subsidiary that at the time
of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with Section 4.14 and (2) any Subsidiary
of an Unrestricted Subsidiary.

            "U.S. Government Obligations" means direct non-callable obligations
of, or obligations guaranteed by, the United States of America for the payment
of which guarantee or obligations the full faith and credit of the United States
is pledged.

            "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

                                      -31-
<PAGE>

            "Weighted Average Life to Maturity" when applied to any Indebtedness
at any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment by (2) the then outstanding principal
amount of such Indebtedness.

            "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary
of which 100% of the Equity Interests (except for directors' qualifying shares
or certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the Issuer
or through one or more Wholly Owned Restricted Subsidiaries.

SECTION 1.02. Other Definitions.

            The definitions of the following terms may be found in the sections
indicated as follows:

<TABLE>
<CAPTION>
                              Term                                  Defined in Section
-----------------------------------------------------------------   ------------------
<S>                                                                 <C>
"Affiliate Transaction"..........................................            4.10
"Agent Members"..................................................            2.16(a)
"Business Day"...................................................           12.07
"CEDEL"..........................................................            2.16(a)
"Change of Control Date".........................................            4.19
"Change of Control Offer"-.......................................            4.19
"Change of Control Payment Date".................................            4.19
"Change of Control Purchase Price"...............................            4.19
"Covenant Defeasance"............................................            9.03
"Euroclear"......................................................            2.16(a)
"Event of Default"...............................................            6.01
"Excess Proceeds"................................................            4.09
"Global Notes"...................................................            2.16(a)
"Legal Defeasance"...............................................            9.02
"Legal Holiday"..................................................           12.07
"Other Notes"....................................................            2.02
"Paying Agent"...................................................            2.04
"Permitted Indebtedness".........................................            4.06
"Ratio Exception"................................................            4.06
"Redesignation"..................................................            4.14
"Registrar"......................................................            2.04
"Regulation S Global Notes"......................................            2.16(a)
"Regulation S Notes".............................................            2.02
"Restricted Global Note".........................................            2.16(a)
"Restricted Payment".............................................            4.08
"Restricted Period"..............................................            2.16(f)
"Revocation".....................................................            4.14(c)
"Rule 144A Notes"................................................            2.02
</TABLE>

                                      -32-
<PAGE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

            "indenture securities" means the Notes.

            "indenture securityholder" means a Holder or Noteholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor on the indenture securities" means the Issuer, the
            Co-Issuer, the Guarantors or any other obligor on the Notes.

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

SECTION 1.04. Rules of Construction.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it herein, whether defined
      expressly or by reference;

            (2) "or" is not exclusive;

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

            (4) words used herein implying any gender shall apply to both
      genders;

            (5) "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;

            (6) 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

                                      -33-
<PAGE>

      GAAP as in effect from time to time, applied on a basis consistent with
      the most recent audited consolidated financial statements of the Issuer;

            (7) "$," "U.S. Dollars" and "United States Dollars" each refer to
      United States dollars, or such other money of the United States that at
      the time of payment is legal tender for payment of public and private
      debts; and

            (8) whenever in this Indenture there is mentioned, in any context,
      principal, interest or any other amount payable under or with respect to
      any Note, such mention shall be deemed to include mention of the payment
      of Additional Interest to the extent that, in such context, Additional
      Interest is, was or would be payable in respect thereof.

                                  ARTICLE TWO

                                   THE NOTES

SECTION 2.01. Amount of Notes.

            The Trustee shall authenticate (i) Notes for original issue on the
Issue Date in the aggregate principal amount not to exceed $125,000,000 and (ii)
subject to Section 4.06, Additional Notes, upon a written order of each Issuer
in the form of an Officers' Certificate of each Issuer. The Officers'
Certificate shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated and persons in whose names the Notes
are to be registered, and shall direct delivery of the Notes to such persons or
representatives thereof.

            Upon receipt of a written order of the Issuers in the form of an
Officers' Certificate, the Trustee shall authenticate Notes in substitution for
Notes originally issued to reflect any name change of the Issuers. Any
Additional Notes shall be part of the same issue as the Notes being issued on
the date hereof and will vote on all matters as one class with the Notes being
issued on the date hereof, including, without limitation, waivers, amendments,
redemptions and Offers to Purchase. For the purposes of this Indenture, except
for Section 4.06, references to the Notes include Additional Notes, if any.

            Upon receipt of an Issuer Request and an Officers' Certificate
certifying that a registration statement relating to an exchange offer specified
in the Registration Rights Agreement or any registration rights agreement
relating to the Additional Notes is effective or that the conditions precedent
to a private exchange thereunder have been met, the Trustee shall authenticate
an additional series of Notes for issuance in exchange for the Notes tendered
for exchange pursuant to such exchange offer registered under the Securities Act
or pursuant to a Private Exchange. Exchange Notes or Private Exchange Notes may
have such distinctive series designations and such changes in the form thereof
as are specified in the Issuer Request referred to in the preceding sentence.

SECTION 2.02. Form and Dating.

            The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of

                                      -34-
<PAGE>

this Indenture. The Notes may have notations, legends or endorsements required
by law, rule or usage to which the Issuers are subject. Without limiting the
generality of the foregoing, Notes offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A ("Rule 144A Notes") shall bear the legend and
include the form of assignment set forth in Exhibit B, Notes offered and sold in
offshore transactions in reliance on Regulation S ("Regulation S Notes") shall
bear the legend and include the form of assignment set forth in Exhibit C, and
Notes offered and sold to Institutional Accredited Investors in transactions
exempt from registration under the Securities Act not made in reliance on Rule
144A or Regulation S ("Other Notes") may be represented by a Restricted Global
Note or, if such an investor may not hold an interest in the Restricted Global
Note, a Physical Note, in each case, bearing the Private Placement Legend. Each
Note shall be dated the date of its authentication.

            The terms and provisions contained in the Notes shall constitute,
and are expressly made, a part of this Indenture and, to the extent applicable,
the Issuers, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and agree to be
bound thereby.

            The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

SECTION 2.03. Execution and Authentication.

            Two Officers of each Issuer shall sign, or one such Officer shall
sign and one such Officer (each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall attest to, the Notes for
such Issuer by manual or facsimile signature.

            If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuers to authenticate the Notes. Unless otherwise provided
in the appointment, an authenticating agent may authenticate the Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Issuers and Affiliates of the Issuers.
Each Paying Agent is designated as an authenticating agent for purposes of this
Indenture.

                                      -35-
<PAGE>

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

SECTION 2.04. Registrar and Paying Agent.

            The Issuers shall maintain an office or agency (which shall be
located in the Borough of Manhattan in The City of New York, State of New York)
where Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and an office or agency where Notes may be presented for payment
(the "Paying Agent") and an office or agency where notices and demands to or
upon the Issuers, if any, in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Issuers may have one or more additional Paying Agents. The
term "Paying Agent" includes any additional Paying Agent. Neither of the Issuers
nor any Affiliate thereof may act as Paying Agent.

            The Issuers shall enter into an appropriate agency agreement, which
shall incorporate the provisions of the TIA, with any Agent that is not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuers shall notify the Trustee of the
name and address of any such Agent. If the Issuers fail 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 in accordance with
Section 7.07.

            The Issuers initially appoint the Trustee as Registrar, Paying Agent
and Agent for service of notices and demands in connection with the Notes and
this Indenture.

SECTION 2.05. Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of or premium or interest on the Notes (whether such money has been paid to it
by the Issuer or any other obligor on the Notes or the Guarantors), and the
Issuers and the Paying Agent shall notify the Trustee of any default by the
Issuer (or any other obligor on the Notes) 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 Issuers 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 6.01(1) or (2), 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 2.06. Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. If the Trustee is not the Registrar, the Issuers 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

                                      -36-
<PAGE>

and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders.

SECTION 2.07. Transfer and Exchange.

            Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note 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 Issuers and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Issuer shall issue and execute and the Trustee
shall authenticate new Notes (and the Guarantors shall execute the guarantee
thereon) evidencing such transfer or exchange at the Registrar's request. No
service charge shall be made to the Holder for any registration of transfer or
exchange. The Issuers may require from the Holder payment of a sum sufficient to
cover any transfer taxes or other governmental charge that may be imposed in
relation to a transfer or exchange, but this provision shall not apply to any
exchange pursuant to Section 2.11, 3.06, 4.09, 4.19 or 8.05 (in which events the
Issuers shall be responsible for the payment of such taxes). The Registrar shall
not be required to exchange or register a transfer of any Note for a period of
15 days immediately preceding the mailing of notice of redemption of Notes to be
redeemed or of any Note selected, called or being called for redemption except
the unredeemed portion of any Note being redeemed in part.

            Any Holder of the Global Note shall, by acceptance of such Global
Note, agree that transfers of the beneficial interests in such Global Note may
be effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Global Note shall be required to be reflected in a book entry.

            Each Holder of a Note agrees to indemnify the Issuers and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Note in violation of any provision of this Indenture
and/or applicable U.S. Federal or state securities law.

            Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Issuers' compliance with or have
any responsibility with respect to the Issuers' compliance with any Federal or
state securities laws.

SECTION 2.08.  Replacement Notes.

            If a mutilated Note is surrendered to the Registrar or the Trustee,
or if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a
replacement Note (and the Guarantors shall execute the guarantee thereon) if the
Holder of such Note furnishes to the Issuers and the Trustee evidence reasonably
acceptable to them of the ownership and the destruction, loss or theft of such
Note and if the requirements of Section 8-405 of the New York Uniform Commercial
Code as in effect on the date of this Indenture are met. If required by the
Trustee or the Issuers, an indemnity bond shall be posted, sufficient in the
judgment of both to protect the Issuers, the Guarantors, the

                                      -37-
<PAGE>

Trustee or any Paying Agent from any loss that any of them may suffer if such
Note is replaced. The Issuers may charge such Holder for the Issuers' reasonable
out-of-pocket expenses in replacing such Note and the Trustee may charge the
Issuers for the Trustee's expenses (including, without limitation, attorneys'
fees and disbursements) in replacing such Note. Every replacement Note shall
constitute a contractual obligation of the Issuers.

SECTION 2.09. Outstanding Notes.

            The Notes outstanding at any time are all Notes 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 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuers or one of their Affiliates holds the Note.

            If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuers.

            If the Paying Agent holds, in its capacity as such, on any maturity
date, money sufficient to pay all accrued interest and principal with respect to
the Notes 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 Notes cease to be outstanding and interest on them ceases to
accrue.

SECTION 2.10. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes 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, Notes owned by the Issuers or any other Affiliate of the
Issuers 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 Notes as to which a Responsible Officer
of the Trustee has received an Officers' Certificate stating that such Notes are
so owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee established to the satisfaction of
the Trustee the pledgee's right so to act with respect to the Notes and that the
pledgee is not an Issuer, a Guarantor, any other obligor on the Notes or any of
their respective Affiliates.

SECTION 2.11. Temporary Notes.

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

                                      -38-
<PAGE>

authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.12. Cancellation.

            The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall (subject to the
record-retention requirements of the Exchange Act) destroy cancelled Notes. The
Issuers may not reissue or resell, or issue new Notes to replace, Notes that the
Issuers have redeemed or paid, or that have been delivered to the Trustee for
cancellation.

SECTION 2.13. Defaulted Interest.

            If the Issuers default on a payment of interest on the Notes, it
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 on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. The Issuers
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 10 days before such special record date, the Issuers shall
mail to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest, and interest payable on defaulted
interest, if any, to be paid. The Issuers may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Notes may be listed and,
upon such notice as may be required by such exchange, if, after written notice
given by the Issuers to the Trustee of the proposed payment pursuant to this
sentence, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14. CUSIP Number.

            The Issuers in issuing the Notes 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 Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Issuers shall
promptly notify the Trustee of any such CUSIP number used by the Issuers in
connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

            Prior to 10:00 a.m., New York City time, on each Interest Payment
Date and maturity date, the Issuers 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 or maturity date, as the case may be, in a
timely manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or maturity date, as the case may be. The principal and
interest on Global Notes shall be payable to the Depository or its nominee, as
the case may

                                      -39-
<PAGE>

be, as the sole registered owner and the sole holder of the Global Notes
represented thereby. The principal and interest on Physical Notes shall be
payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

            (a) Rule 144A Notes initially shall be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Restricted Global Note"). Regulation S Notes initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes
initially shall (i) be registered in the name of the Depository or the nominee
of such Depository, in each case for credit to an account of an Agent Member
(or, in the case of the Regulation S Global Notes, of Euroclear System
("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee
as custodian for such Depository and (iii) bear legends as set forth in Exhibit
B with respect to Restricted Global Notes and Exhibit C with respect to
Regulation S Global Notes.

            Members of, or direct or indirect participants in, the Depository
("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Notes, and the Depository may be treated by the
Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute
owner of the Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of
the Issuers or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.

            (b) Transfers of Global Notes shall be limited to transfer in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.17. In addition, a Global Note shall
be exchangeable for Physical Notes if (i) the Depository (x) notifies the
Issuers that it is unwilling or unable to continue as depository for such Global
Note and the Issuers thereupon fail to appoint a successor depository or (y) has
ceased to be a clearing agency registered under the Exchange Act, (ii) the
Issuers, at their option, notify the Trustee in writing that they elect to cause
the issuance of such Physical Notes or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes. In all cases, Physical
Notes delivered in exchange for any Global Note or beneficial interests therein
shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository (in accordance with its customary
procedures).

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Issuers
shall execute, and the

                                      -40-
<PAGE>

Trustee shall upon receipt of a written order from the Issuers authenticate and
make available for delivery, one or more Physical Notes of like tenor and
amount.

            (d) In connection with the transfer of Global Notes as an entirety
to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuers shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depository in writing in exchange for its beneficial
interest in the Global Notes, an equal aggregate principal amount of Physical
Notes of authorized denominations.

            (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d)
shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section
2.17, bear the Private Placement Legend or, in the case of the Regulation S
Global Note, the legend set forth in Exhibit C, in each case, unless the Issuers
determine otherwise in compliance with applicable law.

            (f) On or prior to the 40th day after the later of the commencement
of the offering of the Notes represented by the Regulation S Global Note and the
issue date of such Notes (such period through and including such 40th day, the
"Restricted Period"), a beneficial interest in a Regulation S Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
corresponding Restricted Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is
being made (i)(a) to a Person whom the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A or (b) pursuant to another exemption from the registration requirements
under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States or any other jurisdiction.

            (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred will be held immediately thereafter through Euroclear or
CEDEL.

            (h) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note shall, upon transfer, cease to be an interest in such Global Note
and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

            (i) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

                                      -41-
<PAGE>

SECTION 2.17. Special Transfer Provisions.

            (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted Note
to any Institutional Accredited Investor which is not a QIB or to any Non-U.S.
Person:

            (i) the Registrar shall register the transfer of any Note
      constituting a Restricted Note, whether or not such Note bears the Private
      Placement Legend, if (x) the requested transfer is after September 21,
      2007, or such other date as such Note shall be freely transferable under
      Rule 144 as certified in an Officers' Certificate or (y) (1) in the case
      of a transfer to an Institutional Accredited Investor which is not a QIB
      (excluding Non-U.S. Persons), the proposed transferee has delivered to the
      Registrar a certificate substantially in the form of Exhibit E hereto or
      (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the
      proposed transferor has delivered to the Registrar a certificate
      substantially in the form of Exhibit F hereto; provided that in the case
      of any transfer of a Note bearing the Private Placement Legend for a Note
      not bearing the Private Placement Legend, the Registrar has received an
      Officers' Certificate authorizing such transfer; and

            (ii) if the proposed transferor is an Agent Member holding a
      beneficial interest in a Global Note, upon receipt by the Registrar of (x)
      the certificate, if any, required by paragraph (i) above and (y)
      instructions given in accordance with the Depository's and the Registrar's
      procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note transferred or
the Issuers shall execute and the Trustee shall authenticate and make available
for delivery one or more Physical Notes of like tenor and amount.

            (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a Note
constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):

            (i) the Registrar shall register the transfer if such transfer is
      being made by a proposed transferor who has checked the box provided for
      on such Holder's Note stating, or has otherwise advised the Issuers and
      the Registrar in writing, that the sale has been made in compliance with
      the provisions of Rule 144A to a transferee who has signed the
      certification provided for on such Holder's Note stating, or has otherwise
      advised the Issuers and the Registrar in writing, that it is purchasing
      the Note for its own account or an account with respect to which it
      exercises sole investment discretion and that it and any such account is a
      QIB within the meaning of Rule 144A, and is aware that the sale to it is
      being made in reliance on Rule 144A and acknowledges that it has received
      such information

                                      -42-
<PAGE>

      regarding the Issuers as it has requested pursuant to Rule 144A or has
      determined not to request such information and that it is aware that the
      transferor is relying upon its foregoing representations in order to claim
      the exemption from registration provided by Rule 144A; and

            (ii) if the proposed transferee is an Agent Member, and the Notes to
      be transferred consist of Physical Notes which after transfer are to be
      evidenced by an interest in the Global Note, upon receipt by the Registrar
      of instructions given in accordance with the Depository's and the
      Registrar's procedures, the Registrar shall reflect on its books and
      records the date and an increase in the principal amount of the Global
      Note in an amount equal to the principal amount of the Physical Notes to
      be transferred, and the Trustee shall cancel the Physical Notes so
      transferred.

            (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received
an Officers' Certificate from the Issuer to such effect.

            (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

            The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuers shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18. Computation of Interest.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

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                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

            If the Issuers elect to redeem Notes pursuant to paragraph 5 of the
Notes, at least 45 days prior to the Redemption Date (unless a shorter notice
shall be agreed to in writing by the Trustee) but not more than 65 days before
the Redemption Date, the Issuers shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the redemption
price, and deliver to the Trustee an Officers' Certificate stating that such
redemption shall comply with the conditions contained in paragraph 5 of the
Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be
revoked after the time that notice is given to Holders pursuant to Section 3.03.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

            In the event that less than all of the Notes are to be redeemed at
any time pursuant to paragraph 5 of the Notes, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national security exchange, on
a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, however, that no Notes of a principal amount of $1,000 or
less shall be redeemed in part. In addition, if a partial redemption is made
pursuant to the second paragraph of paragraph 5 of the Notes, selection of the
Notes or portions thereof for redemption shall be made by the Trustee only on a
pro rata basis or on as nearly a pro rata basis as is practicable (subject to
the procedures of the Depository), unless that method is otherwise prohibited.
The Trustee shall promptly notify the Issuers of the Notes selected for
redemption and, in the case of any Notes selected for partial redemption, the
principal amount thereof to be redeemed. The Trustee may select for redemption
portions of the principal of the Notes that have denominations larger than
$1,000. For all purposes of this Indenture unless the context otherwise
requires, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption. The Issuers may acquire
Notes by means other than redemption, whether pursuant to an Issuer tender
offer, open market purchase or otherwise; provided such acquisition does not
otherwise violate the other terms of this Indenture.

SECTION 3.03. Notice of Redemption.

            At least 30 days, and no more than 60 days, before a Redemption
Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

            The notice shall identify the Notes to be redeemed (including the
CUSIP numbers thereof) and shall state:

            (1) the Redemption Date;

                                      -44-
<PAGE>

            (2) the redemption price and the amount of premium and accrued
      interest to be paid;

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

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

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

            (6) that unless the Issuer defaults in making the redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the Redemption Date;

            (7) the provision of paragraph 5 of the Notes, as the case may be,
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) the aggregate principal amount of Notes that are being redeemed.

            At the Issuers' written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption, in the form prepared by the Issuers, in the Issuers' name
and at the Issuers' sole expense.

SECTION 3.04. Effect of Notice of Redemption.

            Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest accrued to the
Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date, provided that if the Redemption Date is after a regular record
date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Notes registered on the relevant record
date, and provided, further, that if a Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest shall
accrue for the period from such Redemption Date to such succeeding Business Day.

SECTION 3.05. Deposit of Redemption Price.

            On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Issuer shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date which have been
delivered by the Issuers to the Trustee for cancellation.

                                      -45-
<PAGE>

            On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued interest on Notes
called for redemption shall have been made available in accordance with the
preceding paragraph, the Notes called for redemption will cease to accrue
interest and the only right of the Holders of such Notes will be to receive
payment of the redemption price of and, subject to the first proviso in Section
3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any
Note surrendered for redemption shall not be so paid, interest will be paid,
from the Redemption Date until such redemption payment is made, on the unpaid
principal of the Note and any interest not paid on such unpaid principal, in
each case, at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

            The Issuers shall pay the principal of and interest (including all
Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay such installment.

            The Issuers shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02. Reports to Holders.

            Whether or not required by the SEC, so long as any Notes are
outstanding, the Issuer shall furnish to the Holders of Notes, or file
electronically with the SEC through the SEC's Electronic Data Gathering Analysis
and Retrieval System (or any successor system), within the time periods that
would be applicable to the Issuer if it were subject to Section 13(a) or 15(d)
of the Exchange Act:

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

                                      -46-
<PAGE>

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

            In addition, whether or not required by the SEC, after the
consummation of the exchange offer contemplated by the Registration Rights
Agreement, the Issuer shall file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods that would be applicable to the Issuer if it were
subject to Section 13(a) or 15(d) of the Exchange Act (unless the SEC will not
accept the filing) and make the information available to securities analysts and
prospective investors upon request. For so long as any Notes remain outstanding,
the Issuers and the Guarantors shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.03. Waiver of Stay, Extension or Usury Laws.

            Each of the Issuers and each Guarantor covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, or plead (as a
defense or otherwise) 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 which
would prohibit or forgive any such Issuer and such Guarantor from paying all or
any portion of the principal of, premium, if any, and/or interest on the Notes
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 they may lawfully do so) each such Issuer and such Guarantor
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.

SECTION 4.04. Compliance Certificate.

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

            (b) The Issuers and the Guarantors shall, so long as any of the
Notes are outstanding, deliver to the Trustee, forthwith upon any Officer
becoming aware of any Default, an

                                      -47-
<PAGE>

Officers' Certificate specifying such Default and what action the Issuers and
the Guarantors are taking or propose to take with respect thereto.

            (c) The Issuers' fiscal year currently ends on May 31. The Issuer
will provide written notice to the Trustee of any change in its fiscal year.

SECTION 4.05. Taxes.

            The Issuers and the Guarantors shall, and shall cause each of their
Subsidiaries to, pay prior to delinquency all material taxes, assessments, and
governmental levies except as contested in good faith and by appropriate
proceedings.

SECTION 4.06. Limitations on Additional Indebtedness.

            The Issuers shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness; provided,
however, that the Issuer or any Guarantor may incur additional Indebtedness
(including Acquired Indebtedness) if no Default shall have occurred and be
continuing at the time of or as a consequence of the incurrence of the
Indebtedness and if, after giving effect thereto, either (a) the Consolidated
Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (b) the ratio of
Consolidated Indebtedness to Consolidated Tangible Net Worth would be less than
3.00 to 1.00 (either (a) or (b), the "Ratio Exception").

            Notwithstanding the above, so long as no Default shall have occurred
and be continuing at the time of or as a consequence of the incurrence of the
following Indebtedness, each of the following shall be permitted (the "Permitted
Indebtedness"):

            (1) Indebtedness of the Issuers and any Restricted Subsidiary under
      the Credit Facilities in an aggregate amount at any time outstanding
      (whether incurred under the Ratio Exception or as Permitted Indebtedness)
      not to exceed the greater of (x) $300.0 million and (y) the amount of the
      Borrowing Base as of the date of such incurrence;

            (2) the Notes and the Note Guarantees issued on the Issue Date and
      the Exchange Notes and the Note Guarantees in respect thereof to be issued
      pursuant to the Registration Rights Agreement;

            (3) Indebtedness of the Issuer and the Restricted Subsidiaries to
      the extent outstanding on the Issue Date (other than Indebtedness referred
      to in clauses (1), (2) or (5), and after giving effect to the intended use
      of proceeds of the Notes);

            (4) Indebtedness of the Issuer and the Restricted Subsidiaries under
      Hedging Obligations entered into for bona fide hedging purposes of the
      Issuer or any Restricted Subsidiary not for the purpose of speculation;
      provided, however, that in the case of Hedging Obligations relating to
      interest rates, (a) such Hedging Obligations relate to payment obligations
      on Indebtedness otherwise permitted to be incurred by this Section 4.06
      and (b) the notional principal amount of such Hedging Obligations at the
      time incurred does not exceed the principal amount of the Indebtedness to
      which such Hedging Obligations relate;

                                      -48-
<PAGE>

            (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and
      Indebtedness of any Restricted Subsidiary owed to the Issuer or any other
      Restricted Subsidiary; provided, however, that (a) any Indebtedness of the
      Issuer owed to a Restricted Subsidiary is unsecured and subordinated,
      pursuant to a written agreement, to the Issuer's Obligations, under the
      Notes and this Indenture and (b) upon any such Restricted Subsidiary
      ceasing to be a Restricted Subsidiary or such Indebtedness being owed to
      any Person other than the Issuer or a Restricted Subsidiary, the Issuer or
      such Restricted Subsidiary, as applicable, shall be deemed to have
      incurred Indebtedness not permitted by this clause (5);

            (6) Indebtedness in respect of bid, performance or surety bonds or
      letters of credit issued for the account of the Issuer or any Restricted
      Subsidiary in the ordinary course of business, including guarantees or
      obligations of the Issuer or any Restricted Subsidiary with respect to
      letters of credit supporting such bid, performance or surety obligations
      (in each case other than for an obligation for money borrowed);

            (7) Purchase Money Indebtedness incurred by the Issuer or any
      Restricted Subsidiary, in an aggregate amount not to exceed at any time
      outstanding $10.0 million;

            (8) Non-Recourse Indebtedness of the Issuer or any Restricted
      Subsidiary incurred for the acquisition, development and/or improvement of
      real property and secured by Liens only on such real property;

            (9) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently (except in the case of daylight overdrafts) drawn against
      insufficient funds in the ordinary course of business; provided, however,
      that such Indebtedness is extinguished within five Business Days of
      incurrence;

            (10) Indebtedness arising in connection with endorsement of
      instruments for deposit in the ordinary course of business;

            (11) Indebtedness owed to a seller of Developed Land under the terms
      of which the Issuer or such Restricted Subsidiary, as obligor, is required
      to make a payment upon the future sale of such Developed Land in an amount
      not to exceed 5% of the gross sales price or, in the case of profit
      sharing agreements between such seller and the Issuer or such Restricted
      Subsidiary, an amount that is reasonable and customary in the industry and
      market;

            (12) Indebtedness owing under Capitalized Lease Obligations;

            (13) Indebtedness arising under a guarantee of Indebtedness of any
      joint venture (provided that such guarantee shall be deemed to be an
      investment in such joint venture constituting a Permitted Investment or
      otherwise permitted by Section 4.08);

            (14) Indebtedness arising from agreements of the Issuer or a
      Restricted Subsidiary providing for indemnification, adjustment of
      purchase price or similar obligations, in each case, incurred or assumed
      in connection with the acquisition or disposition of any

                                      -49-
<PAGE>

      business, assets or a Subsidiary, other than guarantees of Indebtedness
      incurred by any Person acquiring all or any portion of such business,
      assets or a Subsidiary for the purpose of financing such acquisition;
      provided, however, that such Indebtedness is not reflected on the balance
      sheet of the Issuer or any Restricted Subsidiary (contingent obligations
      referred to in a footnote to financial statements and not otherwise
      reflected on the balance sheet will not be deemed to be reflected on such
      balance sheet for purposes of this clause (14));

            (15) Refinancing Indebtedness with respect to Indebtedness incurred
      pursuant to the Ratio Exception, clause (2) or (3) above or this clause
      (15); and

            (16) Indebtedness of the Issuer or any Restricted Subsidiary in an
      aggregate amount not to exceed $20.0 million at any time outstanding.

            For purposes of determining compliance with this Section 4.06, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (16)
above or is entitled to be incurred pursuant to the Ratio Exception, the Issuer
shall, in its sole discretion, classify or later reclassify such item of
Indebtedness and may divide and classify such Indebtedness in more than one of
the types of Indebtedness described, except that Indebtedness outstanding under
the Credit Facilities on the Issue Date shall be deemed to have been incurred
under clause (1) above. The accrual of interest, the accretion or amortization
of original issue discount, the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms and the reclassification of
preferred equity as Indebtedness due to a change in accounting principles will
not be deemed to be an incurrence of Indebtedness for purposes of this Section
4.06. In addition, for purposes of determining any particular amount of
Indebtedness under this Section 4.06, guarantees, Liens or letter of credit
obligations supporting Indebtedness otherwise included in the determination of
such particular amount shall not be included so long as incurred by a Person
that could have incurred such Indebtedness.

SECTION 4.07. Limitations on Layering Indebtedness.

            The Issuers shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, incur or suffer to exist any Indebtedness
that is or purports to be by its terms (or by the terms of any agreement
governing such Indebtedness) senior in right of payment to the Notes or the Note
Guarantee of such Restricted Subsidiary and subordinated in right of payment to
any other Indebtedness of the Issuers or of such Restricted Subsidiary, as the
case may be.

            For purposes of the foregoing, no Indebtedness will be deemed to be
subordinated in right of payment to any other Indebtedness of the Issuers or any
Restricted Subsidiary solely by virtue of being unsecured or secured by a junior
priority lien or by virtue of the fact that the holders of such Indebtedness
have entered into intercreditor agreements or other arrangements giving one or
more of such holders priority over the other holders in the collateral held by
them.

                                      -50-
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SECTION 4.08. Limitations on Restricted Payments.

            The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

            (1) a Default shall have occurred and be continuing or shall occur
      as a consequence thereof;

            (2) the Issuer cannot incur $1.00 of additional Indebtedness
      pursuant to the Ratio Exception; or

            (3) the amount of such Restricted Payment, when added to the
      aggregate amount of all other Restricted Payments made after the Issue
      Date (other than Restricted Payments made pursuant to clause (2), (3), (5)
      or (6) of the next paragraph), exceeds the sum (the "Restricted Payments
      Basket") of (without duplication):

                  (a) 50% of Consolidated Net Income for the period (taken as
            one accounting period) from June 1, 2005 to and including the last
            day of the fiscal quarter ended immediately prior to the date of
            such calculation for which consolidated financial statements are
            available (or, if such Consolidated Net Income shall be a deficit,
            minus 100% of such aggregate deficit), plus

                  (b) 100% of the aggregate net cash proceeds or the Fair Market
            Value of any assets to be used in the business of the Issuer (other
            than securities) received by the Issuer either (x) as contributions
            to the common equity of the Issuer after the Issue Date or (y) from
            the issuance and sale of Qualified Equity Interests after the Issue
            Date, other than (A) any such proceeds which are used to redeem
            Notes in accordance with paragraph 5 of the Notes, or (B) any such
            proceeds or assets received from a Subsidiary of the Issuer, plus

                  (c) the aggregate amount by which Indebtedness (other than any
            Subordinated Indebtedness) incurred by the Issuer or any Restricted
            Subsidiary subsequent to the Issue Date is reduced on the Issuer's
            balance sheet upon the conversion or exchange (other than by a
            Subsidiary of the Issuer) into Qualified Equity Interests (less the
            amount of any cash, or the fair value of assets, distributed by the
            Issuer or any Restricted Subsidiary upon such conversion or
            exchange), plus

                  (d) in the case of the disposition or repayment of or return
            on any Investment that was treated as a Restricted Payment made
            after the Issue Date, an amount (to the extent not included in the
            computation of Consolidated Net Income) equal to the lesser of (i)
            100% of the aggregate amount received by the Issuer or any
            Restricted Subsidiary in cash or other property (valued at the Fair
            Market Value thereof) as the return of capital with respect to such
            Investment and (ii) the amount of such Investment that was treated
            as a Restricted Payment, in either case, less the cost of the
            disposition of such Investment and net of taxes, plus

                                      -51-
<PAGE>

                  (e) upon a Redesignation of an Unrestricted Subsidiary as a
            Restricted Subsidiary, the lesser of (i) the Fair Market Value of
            the Issuer's proportionate interest in such Subsidiary immediately
            following such Redesignation, and (ii) the aggregate amount of the
            Issuer's Investments in such Subsidiary to the extent such
            Investments reduced the amount available for subsequent Restricted
            Payments under this clause (3) and were not previously repaid or
            otherwise reduced; plus

                  (f) $5.0 million.

            The foregoing provisions will not prohibit:

            (1) the payment by the Issuer or any Restricted Subsidiary of any
      dividend or distribution within 60 days after the date of declaration or
      notice to equity holders thereof, if on the date of declaration or notice
      the payment would have complied with the provisions of this Indenture;

            (2) so long as no Default shall have occurred and be continuing at
      the time of or as a consequence of such redemption, the redemption of any
      Equity Interests of the Issuer or any Restricted Subsidiary in exchange
      for, or out of the proceeds of the substantially concurrent issuance and
      sale of, Qualified Equity Interests;

            (3) so long as no Default shall have occurred and be continuing at
      the time of or as a consequence of such redemption, the redemption of
      Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a)
      in exchange for, or out of the proceeds of the substantially concurrent
      issuance and sale of, Qualified Equity Interests or (b) in exchange for,
      or out of the proceeds of the substantially concurrent incurrence of,
      Refinancing Indebtedness permitted to be incurred under Section 4.06 and
      the other terms of this Indenture;

            (4) so long as no Default shall have occurred and be continuing at
      the time of or as a consequence of such redemption, the redemption of
      Equity Interests of the Issuer held by officers, directors or employees or
      former officers, directors or employees (or their transferees, estates or
      beneficiaries under their estates), upon their death, disability,
      retirement, severance or termination of employment or service; provided,
      however, that the aggregate cash consideration paid for all such
      redemptions shall not exceed $2.0 million during any calendar year;

            (5) the payment of dividends, or distributions or amounts by the
      Issuer to its direct parents in amounts required to pay the tax
      obligations of any such direct parent that are solely attributable to the
      income of the Issuer and its Subsidiaries by virtue of the Issuer being a
      pass-through entity for Federal or state income tax purposes; provided,
      however, that (a) the amount of dividends or distributions paid pursuant
      to this clause (5) to enable any of the Issuer's direct parents to pay
      Federal and state income taxes at any time will not exceed the amount of
      such Federal and state income taxes actually owing by any such direct
      parent at such time for the respective period (excluding any tax liability
      of any such direct parent not attributable to the Issuer or its
      Subsidiaries) (provided that the

                                      -52-
<PAGE>

      Issuer may make periodic payments based on an estimate of such tax
      liability with an annual reconciliation at the end of each tax year) and
      (b) any refunds received by or on behalf of, or any overpayment based on
      the annual reconciliation to, any of the Issuer's direct parents
      attributable to the Issuer and its Subsidiaries shall promptly be returned
      by any such direct parent to the Issuer or credited against the Restricted
      Payments Basket as an additional distribution to the Issuer's direct
      parents;

            (6) repurchases of Equity Interests deemed to occur upon the
      exercise of stock options if the Equity Interests represent a portion of
      the exercise price thereof; or

            (7) payments made to purchase, redeem, defease or otherwise acquire
      or retire for value any Subordinated Indebtedness of the Issuer pursuant
      to provisions requiring the Issuer to offer to purchase, redeem, defease
      or otherwise acquire or retire for value such Subordinated Indebtedness
      upon the occurrence of a "change of control" as defined in the agreements
      or instruments governing such Subordinated Indebtedness; provided,
      however, that the Issuers have made a Change of Control Offer and have
      purchased all Notes tendered in connection with such Change of Control
      Offer;

provided, however, that no issuance and sale of Qualified Equity Interests that
are used to make a payment pursuant to clause (2) or (3) above shall increase
the Restricted Payments Basket, except to the extent the proceeds thereof exceed
the amounts used to effect the transactions described therein.

SECTION 4.09. Limitations on Asset Sales.

            The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Sale unless:

            (1) the Issuer or such Restricted Subsidiary receives consideration
      at the time of such Asset Sale at least equal to the Fair Market Value of
      the assets included in such Asset Sale; and

            (2) at least 75% of the total consideration received in such Asset
      Sale or series of related Asset Sales consists of cash or Cash
      Equivalents.

            For purposes of clause (2) of the preceding paragraph, the following
shall be deemed to be cash:

            (a) the amount (without duplication) of any Indebtedness (other than
      Subordinated Indebtedness) of the Issuer or such Restricted Subsidiary
      that is expressly assumed by the transferee in such Asset Sale and with
      respect to which the Issuer or such Restricted Subsidiary, as the case may
      be, is unconditionally released by the holder of such Indebtedness,

            (b) the amount of any obligations received from such transferee that
      are within 30 days converted by the Issuer or such Restricted Subsidiary
      to cash (to the extent of the cash actually so received), and

                                      -53-
<PAGE>

            (c) the Fair Market Value of any assets (other than securities,
      unless such securities represent Equity Interests in an entity engaged in
      the business of the Issuer, such entity becomes a Restricted Subsidiary
      and the Issuer or a Restricted Subsidiary acquires voting and management
      control of such entity) received by the Issuer or any Restricted
      Subsidiary to be used by it in the business of the Issuer or such
      Restricted Subsidiary.

            If at any time any non-cash consideration received by the Issuer or
any Restricted Subsidiary, as the case may be, in connection with any Asset Sale
is repaid or converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration), then
the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds
thereof shall be applied in accordance with this Section 4.09.

            If the Issuer or any Restricted Subsidiary engages in an Asset Sale,
the Issuer or such Restricted Subsidiary shall, no later than 365 days following
the consummation thereof, apply all or any of the Net Available Proceeds
therefrom to:

            (1) repay any Senior Indebtedness; and/or

            (2) invest all or any part of the Net Available Proceeds thereof in
      the purchase of assets (other than securities, unless such securities
      represent Equity Interests in an entity engaged in the business of the
      Issuer or such Restricted Subsidiary, such entity becomes a Restricted
      Subsidiary and the Issuer or a Restricted Subsidiary acquires voting and
      management control of such entity) to be used by the Issuer or any
      Restricted Subsidiary in the business of the Issuer or such Restricted
      Subsidiary; and/or

            (3) make a Net Proceeds Offer (and redeem Pari Passu Indebtedness)
      in accordance with the procedures described below and in this Indenture.

            The amount of Net Available Proceeds not applied or invested as
provided in this paragraph will constitute "Excess Proceeds."

            When the aggregate amount of Excess Proceeds equals or exceeds $10.0
million, the Issuers shall be required to make an Offer to Purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuers the provisions of which require the Issuers to
redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do
so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness
equal to the amount of such Excess Proceeds as follows:

            (1) the Issuers shall (a) make an Offer to Purchase (a "Net Proceeds
      Offer") to all Holders in accordance with the procedures set forth in this
      Indenture, and (b) redeem (or make an offer to do so) any such other Pari
      Passu Indebtedness, pro rata in proportion to the respective principal
      amounts of the Notes and such other Indebtedness required to be redeemed,
      the maximum principal amount of Notes and Pari Passu Indebtedness that may
      be redeemed out of the amount (the "Payment Amount") of such Excess
      Proceeds;

                                      -54-
<PAGE>

            (2) the offer price for the Notes shall be payable in cash in an
      amount equal to 100% of the principal amount of the Notes tendered
      pursuant to a Net Proceeds Offer, plus accrued and unpaid interest
      thereon, if any, to the date such Net Proceeds Offer is consummated (the
      "Offered Price"), in accordance with the procedures set forth in this
      Indenture and the redemption price for such Pari Passu Indebtedness (the
      "Pari Passu Indebtedness Price") shall be as set forth in the related
      documentation governing such Indebtedness;

            (3) if the aggregate Offered Price of Notes validly tendered and not
      withdrawn by Holders thereof exceeds the pro rata portion of the Payment
      Amount allocable to the Notes, Notes to be purchased shall be selected on
      a pro rata basis; and

            (4) upon completion of such Net Proceeds Offer in accordance with
      the foregoing provisions, the amount of Excess Proceeds with respect to
      which such Net Proceeds Offer was made shall be deemed to be zero.

            To the extent that the sum of the aggregate Offered Price of Notes
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Issuer may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

            In the event of the transfer of substantially all (but not all) of
the assets of the Issuer and the Restricted Subsidiaries as an entirety to a
Person in a transaction covered by and effected in accordance with Section 5.01,
the successor shall be deemed to have sold for cash at Fair Market Value the
assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this Section 4.09, and the successor shall comply with the
provisions of this Section 4.09 with respect to such deemed sale as if it were
an Asset Sale (with such Fair Market Value being deemed to be Net Available
Proceeds for such purpose).

            The Issuers shall comply with applicable tender offer rules,
including the requirements of Rule 14e-1 under the Exchange Act and any other
applicable laws and regulations in connection with the purchase of Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.09, the Issuers
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached their obligations under this Section 4.09 by virtue
of this compliance.

SECTION 4.10. Limitations on Transactions with Affiliates.

            The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

            (1) such Affiliate Transaction is on terms that are no less
      favorable to the Issuer or the relevant Restricted Subsidiary than those
      that may have been obtained in a

                                      -55-
<PAGE>

      comparable transaction at such time on an arm's-length basis by the Issuer
      or that Restricted Subsidiary from a Person that is not an Affiliate of
      the Issuer or that Restricted Subsidiary; and

            (2) the Issuer delivers to the Trustee:

                  (a) with respect to any Affiliate Transaction involving
            aggregate value in excess of $5.0 million, an Officers' Certificate
            certifying that such Affiliate Transaction complies with clause (1)
            above and either (x) a Secretary's Certificate which sets forth and
            authenticates a resolution that has been adopted by a majority of
            the disinterested members of the Board of Directors of the Issuer
            approving such Affiliate Transaction or (y) a Secretary's
            Certificate which sets forth and authenticates a resolution that has
            been adopted by the Board of Directors of the Issuer approving such
            Affiliate Transaction together with the written opinion or appraisal
            described in clause (b) below; and

                  (b) with respect to any Affiliate Transaction involving
            aggregate value of $10.0 million or more, the certificates described
            in the preceding clause (a) and either (x) a written opinion as to
            the fairness of such Affiliate Transaction to the Issuer or such
            Restricted Subsidiary from a financial point of view or (y) a
            written appraisal supporting the value of such Affiliate
            Transaction, in either case, issued by an Independent Financial
            Advisor.

            The foregoing restrictions shall not apply to:

            (1) transactions exclusively between or among (a) the Issuer and one
      or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided,
      however, in each case, that no Affiliate of the Issuer (other than another
      Restricted Subsidiary) owns Equity Interests of any such Restricted
      Subsidiary;

            (2) reasonable director, officer, employee and consultant
      compensation (including bonuses) and other benefits (including retirement,
      health, stock and other benefit plans) and indemnification arrangements;

            (3) loans and advances permitted by clause (3) of the definition of
      "Permitted Investments";

            (4) Restricted Payments which are made in accordance with Section
      4.08;

            (5) any agreement as in effect as of the Issue Date and disclosed in
      the Offering Memorandum or any extension, amendment or modification
      thereto (so long as any such extension, amendment or modification
      satisfies the requirements set forth in clause (1) of the first paragraph
      of this Section 4.10) or any transaction contemplated by such agreement;

            (6) any transaction with a joint venture or similar entity which
      would constitute an Affiliate Transaction solely because the Issuer or a
      Restricted Subsidiary owns an

                                      -56-
<PAGE>

      equity interest in or otherwise controls such joint venture or similar
      entity; provided, however, that no Affiliate of the Issuer or any of its
      Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a
      beneficial interest in such joint venture or similar entity; or

            (7) sales of Qualified Equity Interests for cash by the Issuer to an
      Affiliate.

SECTION 4.11. Limitations on Liens.

            The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or permit or suffer to exist
any Lien (other than Permitted Liens) of any nature whatsoever against any
assets of the Issuer or any Restricted Subsidiary (including Equity Interests of
a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, which Lien secures Indebtedness or trade payables or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom, unless contemporaneously therewith:

            (1) in the case of any Lien securing an obligation that ranks pari
      passu with the Notes or a Note Guarantee, effective provision is made to
      secure the Notes or such Note Guarantee, as the case may be, at least
      equally and ratably with or prior to such obligation with a Lien on the
      same collateral; and

            (2) in the case of any Lien securing an obligation that is
      subordinated in right of payment to the Notes or a Note Guarantee,
      effective provision is made to secure the Notes or such Note Guarantee, as
      the case may be, with a Lien on the same collateral that is prior to the
      Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

SECTION 4.12. Additional Note Guarantees.

            If, after the Issue Date, (a) the Issuer or any Restricted
Subsidiary shall acquire or create another Subsidiary (other than a Subsidiary
that has been designated an Unrestricted Subsidiary) or (b) any Unrestricted
Subsidiary is redesignated a Restricted Subsidiary, then, in each such case, the
Issuer shall cause such Restricted Subsidiary to:

            (1) execute and deliver to the Trustee (a) a supplemental indenture
      in form and substance satisfactory to the Trustee pursuant to which such
      Restricted Subsidiary shall unconditionally guarantee all of the Issuer's
      obligations under the Notes and this Indenture and (b) a notation of
      guarantee in respect of its Note Guarantee; and

            (2) deliver to the Trustee one or more Opinions of Counsel that such
      supplemental indenture (a) has been duly authorized, executed and
      delivered by such Restricted Subsidiary and (b) constitutes a valid and
      legally binding obligation of such Restricted Subsidiary in accordance
      with its terms;

provided that in respect of any newly created Restricted Subsidiary, the Issuer
shall deliver the executed documentation set forth in clauses (1) and (2) above
with respect to such newly created

                                      -57-
<PAGE>

Restricted Subsidiary(ies) within ten (10) days of the end of the fiscal quarter
in which such Restricted Subsidiary was created.

SECTION 4.13. Limitations on Dividend and Other Restrictions Affecting
Restricted Subsidiaries.

            The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to:

            (a) pay dividends or make any other distributions on or in respect
      of its Equity Interests;

            (b) make loans or advances or pay any Indebtedness or other
      obligation owed to the Issuer or any other Restricted Subsidiary; or

            (c) transfer any of its assets to the Issuer or any other Restricted
      Subsidiary;

except for:

            (1) encumbrances or restrictions existing under or by reason of
      applicable law;

            (2) encumbrances or restrictions existing under this Indenture, the
      Notes and the Note Guarantees;

            (3) non-assignment provisions of any contract or any lease entered
      into in the ordinary course of business;

            (4) encumbrances or restrictions existing under agreements existing
      on the date of this Indenture (including, without limitation, the Credit
      Facilities) as in effect on the date hereof;

            (5) restrictions on the transfer of assets subject to any Lien
      permitted under this Indenture imposed by the holder of such Lien;

            (6) restrictions on the transfer of assets imposed under any
      agreement to sell such assets permitted under this Indenture to any Person
      pending the closing of such sale;

            (7) any instrument governing Acquired Indebtedness, which
      encumbrance or restriction is not applicable to any Person, or the assets
      of any Person, other than the Person or the assets of the Person so
      acquired;

            (8) any other agreement governing Indebtedness entered into after
      the Issue Date that contains encumbrances and restrictions that are not
      materially more restrictive with respect to any Restricted Subsidiary than
      those in effect on the Issue Date with respect to that Restricted
      Subsidiary pursuant to agreements in effect on the Issue Date;

                                      -58-
<PAGE>

            (9) customary provisions in partnership agreements, limited
      liability company organizational governance documents, joint venture
      agreements and other similar agreements entered into in the ordinary
      course of business that restrict the transfer of ownership interests in
      such partnership, limited liability company, joint venture or similar
      Person;

            (10) Purchase Money Indebtedness or Capitalized Lease Obligations
      incurred in compliance with Section 4.06 that impose restrictions of the
      nature described in clause (c) of this Section 4.13 on the assets
      acquired; and

            (11) any encumbrances or restrictions imposed by any amendments or
      refinancings of the contracts, instruments or obligations referred to in
      clauses (1) through (10) above; provided, however, that such amendments or
      refinancings are, in the good faith judgment of the Issuer's Board of
      Directors, no more materially restrictive with respect to such
      encumbrances and restrictions than those prior to such amendment or
      refinancing.

SECTION 4.14. Limitations on Designation of Unrestricted Subsidiaries.

            The Issuer may designate any Subsidiary (including any newly formed
or newly acquired Subsidiary) of the Issuer (other than the Co-Issuer) as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

            (1) no Default shall have occurred and be continuing at the time of
      or after giving effect to such Designation; and

            (2) the Issuer would be permitted to make, at the time of such
      Designation, (a) a Permitted Investment or (b) an Investment pursuant to
      the first paragraph of Section 4.08, in either case, in an amount (the
      "Designation Amount") equal to the Fair Market Value of the Issuer's
      proportionate interest in such Subsidiary on such date.

            No Subsidiary shall be Designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

            (1) has no Indebtedness other than Permitted Unrestricted Subsidiary
      Debt;

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

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

                                      -59-
<PAGE>

            (4) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Issuer or any Restricted
      Subsidiary, except for any guarantee given solely to support the pledge by
      the Issuer or any Restricted Subsidiary of the Equity Interests of such
      Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
      any Restricted Subsidiary, and except to the extent the amount thereof
      constitutes a Restricted Payment permitted pursuant to Section 4.08.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
the Subsidiary, Liens on assets and Investments of such Subsidiary shall be
deemed to be incurred or made by a Restricted Subsidiary as of the date and, if
the Indebtedness is not permitted to be incurred or made under Section 4.06 or
the Lien is not permitted under Section 4.11 or the Investment is not permitted
to be made under Section 4.08, the Issuer shall be in default of the applicable
covenant. The Issuer may not designate the Co-Issuer as an Unrestricted
Subsidiary.

            The Issuer may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:

            (1) no Default shall have occurred and be continuing at the time of
      and after giving effect to such Redesignation; and

            (2) all Liens, Indebtedness and Investments of such Unrestricted
      Subsidiary outstanding immediately following such Redesignation would, if
      incurred or made at such time, have been permitted to be incurred or made
      for all purposes of this Indenture.

            All Designations and Redesignations must be evidenced by resolutions
of the Board of Directors of the Issuer, delivered to the Trustee certifying
compliance with the foregoing provisions.

SECTION 4.15. Maintenance of Consolidated Tangible Net Worth.

            If the Issuer's Consolidated Tangible Net Worth declines below $60.0
million (the "Minimum Tangible Net Worth") at the end of any fiscal quarter, the
Issuer must deliver an Officers' Certificate to the Trustee within 55 days after
the end of such fiscal quarter (110 days after the end of any fiscal year) to
notify the Trustee of such decline. If, on the last day of each of any two
consecutive fiscal quarters (the last day of the second fiscal quarter being
referred to as a "Deficiency Date"), the Issuer's Consolidated Tangible Net
Worth is less than the Minimum Tangible Net Worth of the Issuer, then the
Issuers must make an Offer to Purchase (a "Net Worth Offer") to all Holders of
Notes to purchase 10% of the aggregate principal amount of the Notes (the "Net
Worth Offer Amount") at a purchase price equal to 100% of the principal amount
of the Notes, plus accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that no such Net Worth Offer shall be required if,
after the Deficiency Date but prior to the date the Issuers are required to make
the Net Worth Offer, capital in cash or Cash Equivalents is contributed for
Qualified Equity Interests of the Issuer sufficient to increase the Issuer's
Consolidated Tangible Net Worth after giving effect to such contribution to an
amount equal to or above the Minimum Tangible Net Worth.

                                      -60-
<PAGE>

            The Issuers must make the Net Worth Offer no later than 65 days
after each Deficiency Date (120 days if such Deficiency Date is the last day of
the Issuer's fiscal year). The Net Worth Offer is required to remain open for a
period of 20 Business Days following its commencement or for such longer period
as required by law. The Issuers are required to purchase the Net Worth Offer
Amount of the Notes on a designated date no later than five Business Days after
the termination of the Net Worth Offer, or if less than the Net Worth Offer
Amount of Notes shall have been tendered, all Notes then tendered.

            If the aggregate principal amount of Notes tendered exceeds the Net
Worth Offer Amount, the Issuers are required to purchase the Notes tendered pro
rata among the Notes tendered (with such adjustments as may be appropriate so
that only Notes in denominations of $1,000 and integral multiples thereof shall
be purchased).

            In no event shall the failure of the Issuer's Consolidated Tangible
Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any
fiscal quarter be counted toward the requirement to make more than one Net Worth
Offer. The Issuer may reduce the principal amount of Notes to be purchased
pursuant to the Net Worth Offer by subtracting 100% of the aggregate principal
amount (excluding premium) of the Notes redeemed by the Issuer prior to the
purchase (otherwise than under this provision). The Issuer, however, may not
credit Notes that have been previously used as a credit against any obligation
to repurchase Notes pursuant to this provision.

            The Issuers shall comply with applicable tender offer rules,
including the requirements of Rule 14e-1 under the Exchange Act and any other
applicable laws and regulations in connection with the purchase of Notes
pursuant to a Net Worth Offer. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.15, the Issuer shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.15 by virtue of
this compliance.

SECTION 4.16. Maintenance of Properties; Insurance; Compliance with Law.

            (a) The Issuer shall, and shall cause each of its Restricted
Subsidiaries to, at all times cause all material properties used or useful in
the conduct of their 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, necessary betterments and necessary improvements
thereto, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that the Issuer and its Restricted
Subsidiaries shall not be prevented from selling or otherwise disposing of their
properties for value in the ordinary course of business pursuant to a
transaction that does not otherwise constitute an Asset Sale or pursuant to an
Asset Sale conducted in accordance with Section 4.09.

            (b) The Issuer shall maintain, and shall cause to be maintained for
each of its Restricted Subsidiaries, insurance covering such risks as are
usually and customarily insured against by corporations similarly situated in
the markets where the Issuer and the Restricted Subsidiaries conduct
homebuilding operations, in such amounts as shall be customary for corporations

                                      -61-
<PAGE>

similarly situated and with such deductibles and by such methods as shall be
customary and reasonably consistent with past practice.

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

SECTION 4.17. Payments for Consent.

            The Issuers shall not, and shall not cause or permit any of their
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration
is offered to be paid or agreed to be paid to all Holders which so consent,
waive or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.

SECTION 4.18. Legal Existence.

            Subject to Article Five, the Issuers shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) their
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Issuer and its Restricted Subsidiaries; provided that the Issuers shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries if the
Board of Directors of the Issuers shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Issuer and its
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders.

SECTION 4.19. Change of Control Offer.

            Upon the occurrence of a Change of Control, the Issuers shall be
obligated to make an Offer to Purchase (the "Change of Control Offer"), and
shall purchase, on a Business Day (the "Change of Control Payment Date") not
more than 60 nor less than 30 days following the occurrence of the Change of
Control, all of the then outstanding Notes at a purchase price (the "Change of
Control Purchase Price") equal to 101% of the principal amount thereof, 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 and until the close of business on the Change of Control Payment Date.

            Within 30 days following the date upon which a Change of Control
occurs (the "Change of Control Date"), the Issuers shall send, by first class
mail, a notice to each Holder, with a copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer, including:

                                      -62-
<PAGE>

            (1) a description of the transaction or transactions that constitute
      the Change of Control;

            (2) an Offer to Purchase all Notes properly tendered by such Holder
      pursuant to such Change of Control Offer on a specified date and at the
      Change of Control Offer Price, in each case set forth in such notice; and

            (3) a description of the procedures that Holders must follow to
      accept the Change of Control Offer.

            Any amounts remaining after the purchase of Notes pursuant to a
Change of Control Offer shall be returned by the Trustee to the Issuers.

            The Issuers' obligation to make a Change of Control Offer will be
satisfied if a third party makes the Change of Control Offer in the manner and
at the times and otherwise in compliance with the requirements applicable to a
Change of Control Offer made by the Issuers and purchases all Notes properly
tendered and not withdrawn under the Change of Control Offer.

            The Issuers shall comply with applicable tender offer rules,
including the requirements of Rule 14e-l under the Exchange Act and any other
applicable laws and regulations in connection with the purchase of Notes
pursuant to a Change of Control Offer. To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section
4.19, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.19 by virtue thereof.

SECTION 4.20. Limitation on Activities of the Co-Issuer.

            The Co-Issuer may not hold any material assets, become liable for
any material obligations, engage in any trade or business, or conduct any
business activity, other than (1) the issuance of its Equity Interests to the
Issuer or any Wholly Owned Restricted Subsidiary of the Issuer, (2) the
incurrence of Indebtedness as a co-obligor or guarantor, as the case may be, of
the Notes, the Credit Facilities and any other Indebtedness that is permitted to
be incurred by the Issuer under Section 4.06; provided, however, that the net
proceeds of such Indebtedness are not retained by the Co-Issuer, and (3)
activities incidental thereto. Neither the Issuer nor any Restricted Subsidiary
shall engage in any transactions with the Co-Issuer in violation of the
immediately preceding sentence.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Limitations on Mergers, Consolidations, Etc.

            The Issuer shall not, directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate or merge with
or into another Person (other than a merger that satisfies the requirements of
clause (1) below with a Wholly Owned Restricted Subsidiary solely for the
purpose of changing the Issuer's jurisdiction of formation to another State of
the United

                                      -63-
<PAGE>

States), or sell, lease, transfer, convey or otherwise dispose of or assign all
or substantially all of the assets of the Issuer or the Issuer and the
Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation
unless, in either case:

            (1) either:

                  (a) the Issuer will be the surviving or continuing Person; or

                  (b) the Person formed by or surviving such consolidation or
            merger or to which such sale, lease, conveyance or other disposition
            shall be made (or, in the case of a Plan of Liquidation, any Person
            to which assets are transferred) (collectively, the "Successor") is
            a corporation, limited liability company or limited partnership
            organized and existing under the laws of any State of the United
            States of America or the District of Columbia, and the Successor
            expressly assumes, by supplemental indenture in form and substance
            satisfactory to the Trustee, all of the obligations of the Issuer
            under the Notes, this Indenture and the Registration Rights
            Agreement; provided, however, that at any time the Successor is a
            limited liability company or a limited partnership, there shall be a
            co-issuer of the Notes that is a corporation;

            (2) immediately prior to and immediately after giving effect to such
      transaction and the assumption of the obligations as set forth in clause
      (1)(b) above and the incurrence of any Indebtedness to be incurred in
      connection therewith, and the use of any net proceeds therefrom on a pro
      forma basis, no Default shall have occurred and be continuing; and

            (3) immediately after giving effect to such transaction and the
      assumption of the obligations set forth in clause (1)(b) above and the
      incurrence of any Indebtedness to be incurred in connection therewith, and
      the use of any net proceeds therefrom on a pro forma basis, the Issuer or
      the Successor, as the case may be, could incur $1.00 of additional
      Indebtedness pursuant to the Ratio Exception.

            For purposes of this Section 5.01, any Indebtedness of the Successor
which was not Indebtedness of the Issuer immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction.

            The Co-Issuer shall not, directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate or merge with
or into another Person, or sell, lease, transfer, convey or otherwise dispose of
or assign all or substantially all of the assets of the Co-Issuer or (b) adopt a
Plan of Liquidation unless, in either case:

            (1) either:

                  (a) the Co-Issuer shall be the surviving or continuing Person;
            or

                  (b) the Person formed by or surviving such consolidation or
            merger or to which such sale, lease, conveyance or other disposition
            shall be made (or, in

                                      -64-
<PAGE>

            the case of a Plan of Liquidation, any Person to which assets are
            transferred) (collectively, the "Co-Issuer Successor") is a
            corporation organized and existing under the laws of any State of
            the United States of America or the District of Columbia, and the
            Co-Issuer Successor expressly assumes, by supplemental indenture in
            form and substance satisfactory to the Trustee, all of the
            obligations of the Co-Issuer under the Notes, this Indenture and the
            Registration Rights Agreement; and

            (2) immediately prior to and immediately after giving effect to such
      transaction and the assumption of the obligations as set forth in clause
      (1)(b) above, no Default shall have occurred and be continuing.

            Except as provided under Section 10.04, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, whether or not affiliated with such Guarantor, unless:

            (1) either:

                  (a) such Guarantor will be the surviving or continuing Person;
            or

                  (b) the Person formed by or surviving any such consolidation
            or merger is another Guarantor or assumes, by supplemental indenture
            in form and substance satisfactory to the Trustee, all of the
            obligations of such Guarantor under the Note Guarantee of such
            Guarantor, this Indenture and the Registration Rights Agreement; and

            (2) immediately after giving effect to such transaction and the
      assumption of the obligations as set forth in clause (1)(b) above, no
      Default shall have occurred and be continuing.

            For purposes of this Section 5.01, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the assets of one or more
Restricted Subsidiaries, the Equity Interests of which constitute all or
substantially all of the assets of the Issuer, will be deemed to be the transfer
of all or substantially all of the assets of the Issuer.

            Upon any consolidation, combination or merger of the Issuer, the
Co-Issuer or a Guarantor, or any sale, lease, transfer, conveyance or other
disposition of all or substantially all of the assets of the Issuer or the
Co-Issuer in accordance with this Section 5.01, in which the Issuer, the
Co-Issuer or such Guarantor is not the continuing obligor under the Notes or its
Note Guarantee, as the case may be, the surviving entity formed by such
consolidation or into which the Issuer, the Co-Issuer or such Guarantor is
merged or the Person to which the sale, lease, transfer, conveyance or other
disposition is made will succeed to, and be substituted for, and may exercise
every right and power of, the Issuer, the Co-Issuer or such Guarantor under this
Indenture, the Notes and the Note Guarantees with the same effect as if such
surviving entity had been named therein as the Issuer, the Co-Issuer or such
Guarantor and, except in the case of a sale, lease, transfer, conveyance or
other disposition, the Issuer, the Co-Issuer or such Guarantor, as

                                      -65-
<PAGE>

the case may be, will be released from the obligation to pay the principal of
and interest on the Notes or in respect of its Note Guarantee, as the case may
be, and all of the Issuer's, the Co-Issuer's or such Guarantor's other
obligations and covenants under the Notes, this Indenture and its Note
Guarantee, if applicable.

            Notwithstanding the foregoing, any Restricted Subsidiary (other than
the Co-Issuer) may merge into the Issuer or another Restricted Subsidiary.

SECTION 5.02. Successor Person Substituted.

            Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Issuer or any Restricted Subsidiary in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Issuer is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer or such Restricted Subsidiary under this Indenture with the
same effect as if such successor corporation had been named as the Issuer or
such Restricted Subsidiary herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Notes.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

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

            (1) failure by the Issuer and the Co-Issuer to pay interest on any
      of the Notes when it becomes due and payable and the continuance of any
      such failure for 30 days (whether or not such payment is prohibited by the
      subordination provisions of this Indenture);

            (2) failure by the Issuer and the Co-Issuer to pay the principal on
      any of the Notes when it becomes due and payable, whether at stated
      maturity, upon redemption, upon purchase, upon acceleration or otherwise
      (whether or not such payment is prohibited by the subordination provisions
      of this Indenture);

            (3) failure by the Issuer to comply with Section 5.01, or in respect
      of its obligations to make a Change of Control Offer (whether or not such
      payment is prohibited by the subordination provisions of this Indenture);

            (4) failure by the Issuer to comply with any other agreement or
      covenant in this Indenture and continuance of this failure for 30 days
      after notice of the failure has been given to the Issuer by the Trustee or
      by the Holders of at least 25% of the aggregate principal amount of the
      Notes then outstanding;

                                      -66-
<PAGE>

            (5) default under any mortgage, indenture or other instrument or
      agreement under which there may be issued or by which there may be secured
      or evidenced Indebtedness (other than Non-Recourse Indebtedness) of the
      Issuer or any Restricted Subsidiary, whether such Indebtedness now exists
      or is incurred after the Issue Date, which default:

                  (a) is caused by a failure to pay when due principal on such
            Indebtedness within the applicable express grace period,

                  (b) results in the acceleration of such Indebtedness prior to
            its express final maturity or

                  (c) results in the commencement of judicial proceedings to
            foreclose upon, or to exercise remedies under applicable law or
            applicable security documents to take ownership of, the assets
            securing such Indebtedness, and

      in each case, the principal amount of such Indebtedness, together with any
      other Indebtedness with respect to which an event described in clause (a),
      (b) or (c) has occurred and is continuing, aggregates $10.0 million or
      more;

            (6) one or more judgments or orders that exceed $10.0 million in the
      aggregate (net of amounts covered by insurance or bonded) for the payment
      of money have been entered by a court or courts of competent jurisdiction
      against the Issuer or any Restricted Subsidiary and such judgment or
      judgments have not been satisfied, stayed, annulled or rescinded within 60
      days of being entered;

            (7) the Issuer, the Co-Issuer or any Significant Subsidiary pursuant
      to or within the meaning of any Bankruptcy Law:

                  (a) commences a voluntary case,

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

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

                  (d) makes a general assignment for the benefit of its
            creditors;

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

                  (a) is for relief against the Issuer, the Co-Issuer or any
            Significant Subsidiary as debtor in an involuntary case,

                  (b) appoints a Custodian of the Issuer, the Co-Issuer or any
            Significant Subsidiary or a Custodian for all or substantially all
            of the assets of the Issuer, the Co-Issuer or any Significant
            Subsidiary, or

                                      -67-
<PAGE>

                  (c) orders the liquidation of the Issuer, the Co-Issuer or any
            Significant Subsidiary,

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

            (9) any Note Guarantee of any Significant Subsidiary ceases to be in
      full force and effect (other than in accordance with the terms of such
      Note Guarantee and this Indenture) or is declared null and void and
      unenforceable or found to be invalid or any Guarantor denies its liability
      under its Note Guarantee (other than by reason of release of a Guarantor
      from its Note Guarantee in accordance with the terms of this Indenture and
      the Note Guarantee).

SECTION 6.02. Acceleration.

            If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have
occurred and be continuing under this Indenture, the Trustee, by written notice
to the Issuer, or the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding by written notice to the Issuer and the Trustee, may
declare all amounts owing under the Notes to be due and payable immediately.
Upon such declaration of acceleration, the aggregate principal of and accrued
and unpaid interest on the outstanding Notes shall immediately become due and
payable; provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may rescind and annul such
acceleration if all Events of Default, other than the nonpayment of accelerated
principal and interest, have been cured or waived as provided in this Indenture.
If an Event of Default specified in clause (7) or (8) of Section 6.01 with
respect to the Issuer occurs, all outstanding Notes shall become due and payable
without any further action or notice.

SECTION 6.03. 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 premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder 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. Any costs associated with
actions taken by the Trustee under this Section 6.03 shall be reimbursed to the
Trustee by the Issuers.

                                      -68-
<PAGE>

SECTION 6.04. Waiver of Past Defaults and Events of Default.

            Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority
in aggregate principal amount of the Notes then outstanding have the right to
waive, on behalf of the Holders of all the Notes, any existing Default or
compliance with any provision of this Indenture or the Notes. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereto.

SECTION 6.05. Control by Majority.

            The Holders of a majority in aggregate principal amount of the Notes
then outstanding 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 the Trustee by this Indenture. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

SECTION 6.06. Limitation on Suits.

            No Holder will have any right to institute any proceeding with
respect to this Indenture or for any remedy thereunder, unless the Trustee:

            (1) has failed to act for a period of 60 days after receiving
      written notice of a continuing Event of Default by such Holder and a
      request to act by Holders of at least 25% in aggregate principal amount of
      Notes outstanding;

            (2) has been offered indemnity satisfactory to it in its reasonable
      judgment; and

            (3) has not received from the Holders of a majority in aggregate
      principal amount of the outstanding Notes a direction inconsistent with
      such request.

However, such limitations do not apply to a suit instituted by a Holder of any
Note for enforcement of payment of the principal of or interest on such Note on
or after the due date therefor (after giving effect to the grace period
specified in clause (1) of Section 6.01).

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

            No director, officer, employee, incorporator or stockholder of any
Issuer or Guarantor will have any liability for any obligations of the Issuers
under the Notes or this Indenture or

                                      -69-
<PAGE>

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

SECTION 6.08. Rights of Holders To Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, or premium, if any, and
interest of the Note (including Additional Interest) on or after the respective
due dates expressed in the Note, 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 the Holder.

SECTION 6.09. Collection Suit by Trustee.

            If an Event of Default in payment of principal, premium or interest
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuers or any Guarantor (or any other obligor on the Notes) for the whole
amount of unpaid principal and accrued interest remaining unpaid, together with
interest on overdue principal and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the
rate set forth in the Notes, and 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 6.10. Trustee May File Proofs of Claim.

            The Trustee may 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 Holders allowed in any
judicial proceedings relative to the Issuer or any Guarantor (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same after deduction of its
charges and expenses to the extent that any such charges and expenses are not
paid out of the estate in any such proceedings and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

                                      -70-
<PAGE>

SECTION 6.11. Priorities.

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

            FIRST: to the Trustee for amounts due under Section 7.07;

            SECOND: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest (including Additional Interest, if any)
as to each, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes; and

            THIRD: to the Issuers or, to the extent the Trustee collects any
amount from any Guarantor, to such Guarantor.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.11.

SECTION 6.12. 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
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 6.12 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.08 or a suit by Holders of more than 10% in principal
amount of the Notes then outstanding.

SECTION 6.13. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Issuers, the Guarantors, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                                 ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

            (a) If an Event of Default actually known to a Responsible Officer
of the Trustee has occurred and is continuing, the Trustee shall exercise such
of the rights and powers

                                      -71-
<PAGE>

vested in it by this Indenture, and to use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.

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

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture but,
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform on their face to the requirements of this Indenture (but
      need not confirm or investigate the accuracy of mathematical calculations
      or other facts stated therein).

            (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:

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

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith by a responsible Officer of the Trustee, unless it is proved
      that the Trustee was negligent in ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it from Holders of not less than a majority in principal
      amount of the Notes then outstanding.

            (4) 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 rights, powers or duties if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity satisfactory to it against such risk or liability is not
      reasonably assured to it.

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

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it in its sole discretion
against any loss, liability, expense or fee.

                                      -72-
<PAGE>

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

SECTION 7.02. Rights of Trustee.

            Subject to Section 7.01:

            (1) The Trustee may rely conclusively and shall be protected in
      acting or refraining from acting on any document or instrument reasonably
      believed by it to be genuine and to have been signed or presented by the
      proper person. The Trustee need not investigate any fact or matter stated
      in the document or instrument.

            (2) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel, or both, which shall
      conform to the provisions of Section 12.05. The Trustee shall be protected
      and shall not be liable for any action it takes or omits to take in good
      faith in reliance on such certificate or opinion. The Trustee may consult
      with counsel of its selection and the advice of such counsel or any
      Opinion of Counsel shall be full and complete authorization and protection
      from liability in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon.

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

            (4) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it reasonably believes to be authorized or
      within its rights or powers; provided that the Trustee's conduct does not
      constitute gross negligence or willful misconduct.

            (5) 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.

            (6) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate (including any
      Officers' Certificate), statement, instrument, opinion (including any
      Opinion of Counsel), 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 any Issuer,
      to examine the books, records, and premises of such Issuer, personally or
      by agent or attorney at the sole cost of such Issuer and shall incur no
      liability of any kind by reason of such inquiry or investigation.

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<PAGE>

            (7) The Trustee shall not be required to give any bond or surety in
      respect of the performance of its powers and duties hereunder.

            (8) The permissive rights of the Trustee to do things enumerated in
      this Indenture shall not be construed as duties.

            (9) Except with respect to Section 4.04, the Trustee shall have no
      duty to inquire as to the performance of the Issuers' covenants herein,
      and the Trustee shall not be deemed to have notice of any Default or Event
      of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a Default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Notes and this Indenture.

SECTION 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with either of the Issuers or any Guarantor, or
any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Guarantee,
it shall not be accountable for the Issuers' or any Guarantor's use of the
proceeds from the sale of Notes or any money paid to the Issuers or any
Guarantor pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Notes, Guarantee or this Indenture other
than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

            The Trustee shall, within 90 days after the occurrence of any
Default with respect to the Notes, give the Holders notice of all uncured
Defaults thereunder known to it; provided, however, that, except in the case of
an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01, the Trustee shall be protected in withholding such
notice if and so long as a committee of its trust officers in good faith
determines that the withholding of such notice is in the interest of the
Holders.

SECTION 7.06. Reports by Trustee to Holders.

            If required by TIA Section 313(a), within 60 days after January 1 of
any year, commencing January 1, 2006 the Trustee shall mail to each Holder a
brief report dated as of such January 1 that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c) and TIA Section
313(d).

            Reports pursuant to this Section 7.06 shall be transmitted by mail:

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<PAGE>

            (1) to all Holders of Notes, as the names and addresses of such
      Holders appear on the Registrar's books; and

            (2) to such Holders of Notes as have, within the two years preceding
      such transmission, filed their names and addresses with the Trustee for
      that purpose.

            A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Issuers shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07. Compensation and Indemnity.

            The Issuers and the Guarantors shall pay to the Trustee and Agents
from time to time reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Issuers and the Guarantors
shall reimburse the Trustee and Agents upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

            The Issuers and the Guarantors shall indemnify each of the Trustee
and any predecessor Trustee for, and hold each of them harmless against, any and
all loss, damage, claim, liability or expense, including without limitation
taxes (other than taxes based on the income of the Trustee or such Agent) and
reasonable attorneys' fees and expenses incurred by each of them in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including, without limitation, settlement costs). The Trustee
or Agent shall notify the Issuers and the Guarantors in writing promptly of any
claim asserted against the Trustee or Agent for which it may seek indemnity.
However, the failure by the Trustee or Agent to so notify the Issuers and the
Guarantors shall not relieve the Issuers and Guarantors of their obligations
hereunder except to the extent the Issuers and the Guarantors are prejudiced
thereby.

            Notwithstanding the foregoing, the Issuers and the Guarantors need
not reimburse the Trustee for any expense or indemnify it against any loss or
liability incurred by the Trustee through its negligence or bad faith. To secure
the payment obligations of the Issuers and the Guarantors in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee except such money or property held in trust to pay
principal of and interest on particular Notes. The obligations of the Issuers
and the Guarantors under this Section 7.07 to compensate and indemnify the
Trustee, Agents and each predecessor Trustee and to pay or reimburse the
Trustee, Agents and each predecessor Trustee for expenses, disbursements and
advances shall be joint and several liabilities of the Issuers and each of the
Guarantors and shall survive the resignation or removal of the Trustee and the
satisfaction, discharge or other termination of this Indenture, including any
termination or rejection hereof under any Bankruptcy Law.

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<PAGE>

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(7) or (8) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

            The Trustee may resign by so notifying the Issuers and the
Guarantors in writing. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the Issuers and the
removed Trustee in writing and may appoint a successor Trustee. The Issuers may
remove the Trustee at its election if:

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

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

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

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuers shall promptly appoint a successor
Trustee.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the
Holders of a majority in principal amount of the outstanding Notes 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 Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, 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 Holder. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer obligations under Section 7.07 shall continue for the benefit
of the retiring Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

            If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
entity, subject to Section 7.10, the successor

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<PAGE>

entity without any further act shall be the successor Trustee; provided such
entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100,000,000 as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Issuers.

            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.

SECTION 7.12. Paying Agents.

            The Issuers shall cause each Paying Agent other than the Trustee to
execute and deliver to them and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

            (A) that it will hold all sums held by it as agent for the payment
      of principal of, or premium, if any, or interest on, the Notes (whether
      such sums have been paid to it by the Issuers or by any obligor on the
      Notes) in trust for the benefit of Holders or the Trustee;

            (B) that it will at any time during the continuance of any Event of
      Default, upon written request from the Trustee, deliver to the Trustee all
      sums so held in trust by it together with a full accounting thereof; and

            (C) that it will give the Trustee written notice within three (3)
      Business Days of any failure of the Issuers (or by any obligor on the
      Notes) in the payment of any installment of the principal of, premium, if
      any, or interest on, the Notes when the same shall be due and payable.

                                 ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. Without Consent of Holders.

            The Issuers, the Guarantors and the Trustee may amend, waive or
supplement this Indenture, the Note Guarantees or the Notes without consent of
any Holder:

            (1) to provide for the assumption of the Issuers' or Guarantor's
      obligations to the Holders pursuant to Section 5.01;

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<PAGE>

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

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

            (4) to release any Guarantor from any of its obligations under its
      Notes Guarantee or this Indenture (to the extent permitted by this
      Indenture);

            (5) to maintain the qualification of this Indenture under the TIA;
      or

            (6) to make any other change that does not materially adversely
      affect the rights of any Holder hereunder.

            The Trustee is hereby authorized to join with the Issuers and the
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

SECTION 8.02. With Consent of Holders.

            This Indenture or the Notes may be amended with the consent (which
may include consents obtained in connection with a tender offer or exchange
offer for Notes) of the Holders of at least a majority in principal amount of
the Notes then outstanding, and any existing Default under, or compliance with
any provision of, this Indenture may be waived (other than any continuing
Default in the payment of the principal or interest on the Notes) with the
consent (which may include consents obtained in connection with a tender offer
or exchange offer for Notes) of the Holders of a majority in principal amount of
the Notes then outstanding; provided, however, that:

            (a) no such amendment may, without the consent of the Holders of
      two-thirds in aggregate principal amount of Notes then outstanding, amend
      the obligation of the Issuers under Section 4.19 or the related
      definitions that could adversely affect the rights of any Holder; and

            (b) without the consent of each Holder affected, no amendment or
      waiver may:

                  (1) reduce, or change the maturity or the principal of any
            Note;

                  (2) reduce the rate of or extend the time for payment of
            interest on the Notes;

                  (3) reduce any premium payable pursuant to the optional
            redemption provisions of the Notes, change the date on which any
            Notes are subject to optional redemption or otherwise alter the
            provisions with respect to the optional redemption of the Notes;

                                      -78-
<PAGE>

                  (4) make any Note payable in money or currency other than that
            stated in the Notes;

                  (5) modify or change any provision of this Indenture or the
            related definitions affecting the subordination of the Notes or any
            Note Guarantee in a manner that adversely affects the rights of the
            Holders;

                  (6) reduce the principal amount of Notes whose Holders must
            consent to an amendment or waiver to this Indenture or the Notes;

                  (7) waive a Default in the payment of principal of or premium
            or interest on any Notes (except a rescission of acceleration of the
            Notes by the Holders thereof as provided in this Indenture and a
            waiver of the payment default that resulted from such acceleration);

                  (8) impair the rights of Holders to receive payments of
            principal of or interest on the Notes on or after the due date
            therefore or to institute suit for the enforcement of any payment on
            the Notes;

                  (9) release any Guarantor from any of its obligations under
            its Note Guarantee or this Indenture, except as permitted by this
            Indenture; or

                  (10) make any change in this Section 8.02.

            After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Issuers shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver.

            Upon the written request of the Issuers, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuers and the Guarantors in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

            It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

SECTION 8.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

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<PAGE>

SECTION 8.04. Revocation and Effect of Consents.

            Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Note or portion of a Note, if the Trustee receives the
written notice of revocation before the date the amendment, supplement, waiver
or other action becomes effective.

            The Issuers may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such 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 after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

            After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Holder, unless it makes a change described in any
of clauses (1) through (10) of Section 8.02. In that case the amendment,
supplement, waiver or other action shall bind each Holder of a Note who has
consented to it and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note.

SECTION 8.05. Notation on or Exchange of Notes.

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

SECTION 8.06. Trustee To Sign Amendments, etc.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight 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 or
refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Issuers and Guarantors, enforceable
against the Issuers and Guarantors in accordance with its terms (subject to
customary exceptions).

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<PAGE>

SECTION 8.07. Effect on Senior Debt.

            No amendment of, or supplement or waiver to, this Indenture shall
adversely affect the rights of any Holder of Senior Debt or Guarantor Senior
Debt under Article Eleven and Section 10.03 and the defined terms as used
therein without the consent of such holder or its Representative.

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Indenture.

            The Issuers may terminate their obligations and the obligations of
the Guarantors under the Notes, the Guarantees and this Indenture, except the
obligations referred to in the last paragraph of this Section 9.01, if

            (1) all the Notes that have been authenticated and delivered (except
      lost, stolen or destroyed Notes which have been replaced or paid and Notes
      for whose payment money has been deposited in trust or segregated and held
      in trust by the Issuer and thereafter repaid to the Issuer or discharged
      from this trust) have been delivered to the Trustee for cancellation; or

            (2) (a) all Notes not delivered to the Trustee for cancellation
      otherwise (i) have become due and payable or (ii) have been called for
      redemption pursuant to paragraph 5 of the Notes, and the Issuer has
      irrevocably deposited or caused to be deposited with the Trustee trust
      funds, in trust, solely for the benefit of the Holders, U.S. legal tender,
      U.S. Government Obligations or a combination thereof, in such amounts as
      will be sufficient (without consideration of any reinvestment of interest)
      to pay and discharge the entire Indebtedness (including all principal and
      accrued interest) on the Notes not theretofore delivered to the Trustee
      for cancellation,

            (b) the Issuers have paid all sums payable by them under this
      Indenture, and

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

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

            After such delivery, the Trustee shall acknowledge in writing the
discharge of the Issuers' and the Guarantors' obligations under the Notes, the
Guarantees and this Indenture except for those surviving obligations specified
below.

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<PAGE>

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Issuer in Sections 7.07, 9.05 and 9.06 shall survive.

SECTION 9.02. Legal Defeasance.

            The Issuer may at its option and at any time, by Board Resolution of
the Board of Directors of the Issuer, be discharged from its obligations and the
obligations of the Co-Issuer with respect to the Notes and the Guarantors
discharged from their obligations under the Guarantees on the date the
conditions set forth in Section 9.04 are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Issuers and
the Guarantors shall be deemed to have paid and discharged the entire
indebtedness represented by the Notes and the Note Guarantees and to have
satisfied all their other obligations under such Notes and this Indenture
insofar as such Notes are concerned (and the Trustee, at the expense of the
Issuer, shall, subject to Section 9.06, execute instruments in form and
substance reasonably satisfactory to the Trustee and Issuer acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of outstanding Notes to
receive solely from the trust funds described in Section 9.04 and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (B) the Issuers'
obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.11 and 4.18, (C) the rights, powers, trusts, duties, and
immunities of the Trustee hereunder (including claims of, or payments to, the
Trustee under or pursuant to Section 7.07) and (D) this Article Nine. Subject to
compliance with this Article Nine, the Issuer may exercise its option under this
Section 9.02 with respect to the Notes notwithstanding the prior exercise of its
option under Section 9.03 with respect to the Notes.

SECTION 9.03. Covenant Defeasance.

            At the Issuer's option and at any time, pursuant to a Board
Resolution of the Board of Directors of the Issuer (x) the Issuers and the
Guarantors shall be released from their respective obligations under Sections
4.02 (except for obligations mandated by the TIA), 4.05 through 4.16, inclusive,
and 4.20 and clause (3) of the first paragraph of Section 5.01 and (y) Section
6.01 (5) and (6) shall no longer apply with respect to the outstanding Notes on
and after the date the conditions set forth in Section 9.04 are satisfied and
solely for a period of ninety-one (91) days following the deposit specified in
Section 9.04(1), Section 6.01(7) and Section 6.01(8) (hereinafter, "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that the Issuers
and the Guarantors may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section or portion thereof, whether directly or indirectly by reason of any
reference elsewhere herein to any such specified Section or portion thereof or
by reason of any reference in any such specified Section or portion thereof to
any other provision herein or in any other document, but the remainder of this
Indenture and the Notes shall be unaffected thereby.

SECTION 9.04. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of Section 9.02
or Section 9.03 to the outstanding Notes:

                                      -82-
<PAGE>

            (1) the Issuer must irrevocably deposit with the Trustee, as trust
      funds, in trust solely for the benefit of the Holders, U.S. legal tender,
      U.S. Government Obligations or a combination thereof, in such amounts as
      will be sufficient (without consideration of any reinvestment of interest)
      in the opinion of a nationally recognized firm of independent public
      accountants selected by the Issuer, to pay the principal of and interest
      on the Notes on the stated date for payment or on the redemption date of
      the principal or installment of principal of or interest on the Notes;

            (2) in the case of Legal Defeasance, the Issuer shall have delivered
      to the Trustee an Opinion of Counsel in the United States reasonably
      acceptable to the Trustee confirming that:

                  (a) the Issuer has received from, or there has been published
            by the Internal Revenue Service, a ruling, or

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

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

            (3) in the case of Covenant Defeasance, the Issuer shall have
      delivered to the Trustee an Opinion of Counsel in the United States
      reasonably acceptable to the Trustee confirming that the Holders will not
      recognize income, gain or loss for U.S. federal income tax purposes as a
      result of such Covenant Defeasance and will be subject to U.S. federal
      income tax on the same amounts, in the same manner and at the same times
      as would have been the case if the Covenant Defeasance had not occurred;

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

            (5) the Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a Default under this Indenture or
      a default under any other material agreement or instrument to which the
      Issuer or any of its Subsidiaries is a party or by which the Issuer or any
      of its Subsidiaries is bound (other than any such Default or default
      resulting solely from the borrowing of funds to be applied to such
      deposit);

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

                                      -83-
<PAGE>

            (7) the Issuer shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that the conditions
      provided for in, in the case of the Officers' Certificate, clauses (1)
      through (6) and, in the case of the Opinion of Counsel, clauses (2) and/or
      (3) and (5) of this Section 9.04 have been complied with.

            If the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of and interest on the Notes
when due, then the Issuers' obligations and the obligations of Guarantors under
this Indenture will be revived and no such defeasance will be deemed to have
occurred.

SECTION 9.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

            All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

            The Issuers and the Guarantors shall (on a joint and several basis)
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 Section
9.04 or the principal, premium, if any, and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

            Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time any money or U.S.
Government Obligations held by it as provided in Section 9.04 which, 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 which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.01, 9.02 or 9.03 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers' and each Guarantor's obligations under this Indenture,
the Notes and the Guarantees shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Nine until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 9.01; provided that if the Issuers or the
Guarantors have made any payment of principal of, premium, if any, or accrued
interest on any Notes because of the reinstatement of their obligations, the
Issuers or the Guarantors, as the case may be, shall be subrogated to the rights
of the Holders of

                                      -84-
<PAGE>

such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

SECTION 9.07. Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuers, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04, to the Issuers
(or, if such moneys had been deposited by the Guarantors, to such Guarantors),
and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.

SECTION 9.08. Moneys Held by Trustee.

            Subject to applicable law, any moneys deposited with the Trustee or
any Paying Agent or then held by the Issuers or the Guarantors in trust for the
payment of the principal of, or premium, if any, or interest on any Note that
are not applied but remain unclaimed by the Holder of such Note for two years
after the date upon which the principal of, or premium, if any, or interest on
such Note shall have respectively become due and payable shall be repaid to the
Issuers (or, if appropriate, the Guarantors), or if such moneys are then held by
the Issuers or the Guarantors in trust, such moneys shall be released from such
trust; and the Holder of such Note entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Issuers and the
Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the expense of the Issuers and the Guarantors, either
mail to each Holder affected, at the address shown in the register of the Notes
maintained by the Registrar pursuant to Section 2.03, or cause to be published
once a week for two successive weeks, in a newspaper published in the English
language, customarily published each Business Day and of general circulation in
the City of New York, New York, a notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing or publication, any unclaimed balance of such moneys
then remaining will be repaid to the Issuers. After payment to the Issuers or
the Guarantors or the release of any money held in trust by the Issuers or any
Guarantors, as the case may be, Holders entitled to the money must look only to
the Issuers and the Guarantors for payment as general creditors unless
applicable abandoned property law designates another Person.

                                  ARTICLE TEN

                               GUARANTEE OF NOTES

SECTION 10.01. Guarantee.

            Subject to the provisions of this Article Ten, each Guarantor, by
execution of this Indenture, jointly and severally, unconditionally guarantees
to each Holder (i) the due and punctual payment of the principal of and interest
on each Note, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment

                                      -85-
<PAGE>

of interest on the overdue principal of and interest on the Notes, to the extent
lawful, and the due and punctual payment of all other Obligations and due and
punctual performance of all obligations of the Issuers to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other Obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, at stated maturity, by acceleration or otherwise.
Each Guarantor, by execution of this Indenture, agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any such Note
or this Indenture, any failure to enforce the provisions of any such Note, this
Indenture or the Registration Rights Agreement, any waiver, modification or
indulgence granted to the Issuer with respect thereto by the Holder of such
Note, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or such Guarantor.

            Each Guarantor hereby waives diligence, presentment, demand for
payment, filing of claims with a court in the event of merger or bankruptcy of
the Issuers, any right to require a proceeding first against the Issuer, protest
or notice with respect to any such Note or the Indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Guarantee will not be
discharged as to any such Note except by payment in full of the principal
thereof and interest thereon. Each Guarantor hereby agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article Six for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Obligations as provided in Article Six, such Obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of this Guarantee.

SECTION 10.02. Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Guarantee, substantially in the
form included in Exhibit G hereto, shall be endorsed on each Note authenticated
and delivered by the Trustee and such Guarantee shall be executed by either
manual or facsimile signature of an Officer or an Officer of a general partner,
as the case may be, of each Guarantor. The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

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

            If an officer of a Guarantor whose signature is on this Indenture or
a Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which such Guarantee is endorsed or at any time thereafter, such
Guarantor's Guarantee of such Note shall be valid nevertheless.

                                      -86-
<PAGE>

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

SECTION 10.03. Subordination of Note Guarantee.

            The obligations of each Guarantor under its Note Guarantee pursuant
to this Article Ten shall be junior and subordinated to the prior payment in
full of the Guarantor Senior Debt of such Guarantor in cash, Cash Equivalents or
other cash equivalents reasonably acceptable to the holders of such Guarantor
Senior Debt of such Guarantor on the same basis as the Notes are junior and
subordinated to Senior Debt of the Issuers. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may receive
and/or retain payments in respect of the Notes pursuant to this Indenture,
including Article Eleven.

SECTION 10.04. Limitation of Guarantee.

            The obligations of each Guarantor are limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under its Guarantee or pursuant to its contribution obligations
under this Indenture, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Each Guarantor that makes a payment or distribution under
a Guarantee shall be entitled to a contribution from each other Guarantor in a
pro rata amount based on the Adjusted Net Assets of each Guarantor.

SECTION 10.05. Release of Guarantor.

            A Guarantor shall be released from all of its obligations under its
Guarantee and its obligations under this Indenture if:

            (i) all of the assets of such Guarantor have been sold or otherwise
      disposed of in a transaction in compliance with the terms of this
      Indenture (including Sections 4.09, 4.19 and 5.01);

            (ii) all of the Equity Interests held by the Issuer, the Co-Issuer
      and the Restricted Subsidiaries of such Guarantor have been sold or
      otherwise disposed of in a transaction in compliance with the terms of
      this Indenture (including Sections 4.19 and 5.01); or

            (iii) if such Guarantor is designated as an Unrestricted Subsidiary
      or otherwise ceases to be a Restricted Subsidiary, in each case in
      compliance with this Indenture (including Section 4.14), upon
      effectiveness of such designation or when it first ceases to be a
      Restricted Subsidiary, respectively;

                                      -87-
<PAGE>

and in each such case, the Issuers have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

            The Trustee shall execute any documents reasonably requested by the
Issuers or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee endorsed on the Notes and under this Article
Ten.

SECTION 10.06. Waiver of Subrogation.

            Each Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Issuers that arise from the
existence, payment, performance or enforcement of such Guarantor's 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 Notes against the Issuers,
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 Issuers, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or Note on account of such claim or
other rights. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount
shall have been deemed to have been paid to such Guarantor for the benefit of,
and held in trust for the benefit of, the Holders, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.06 is knowingly made in contemplation of
such benefits.

                                 ARTICLE ELEVEN

                             SUBORDINATION OF NOTES

SECTION 11.01. Agreement to Subordinate.

            Each of the Issuers agree, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article Eleven, to the
prior payment in full in cash or Cash Equivalents of all Senior Debt (whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt, including Senior Debt incurred after the date of this Indenture.

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

                                      -88-
<PAGE>

SECTION 11.02. Liquidation; Dissolution; Bankruptcy.

            (a) The holders of Senior Debt shall be entitled to receive payment
in full in cash or Cash Equivalents of all Obligations due in respect of Senior
Debt before the Holders of Notes will be entitled to receive any payment or
distribution of any kind or character with respect to any Obligations on or
relating to the Notes (other than in Permitted Junior Securities) in the event
of any distribution to creditors of the Issuer or the Co-Issuer:

            (i) in a total or partial liquidation, dissolution or winding up of
      the Issuer or the Co-Issuer;

            (ii) in a bankruptcy, reorganization, insolvency, receivership or
      similar proceeding relating to the Issuer or the Co-Issuer or their
      respective assets;

            (iii) in an assignment for the benefit or creditors; or

            (iv) in any marshalling of the assets and liabilities of the Issuer
      or the Co-Issuer; and

            (b) If a payment or distribution is made to the holders of the Notes
that, due to the subordination provisions, should not have been made to them,
such holders are required to hold it in trust for the holders of the Senior Debt
and pay the payment or distribution over to the holders of the Senior Debt, as
their interests may appear.

SECTION 11.03. Default on Designated Senior Debt.

            (a) The Issuers may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 9.01)
until all principal and other Obligations with respect to the Senior Debt have
been paid in full if:

            (i) a default (whether at stated maturity, upon acceleration or
      otherwise) in the payment of any principal or other Obligations with
      respect to Senior Debt occurs and is continuing beyond any applicable
      grace period in the agreement, indenture or other document governing such
      Senior Debt; or

            (ii) any other default, other than a payment default, on Designated
      Senior Debt occurs and is continuing that then permits holders of the
      Designated Senior Debt to accelerate its maturity and the Trustee receives
      a notice of the default (a "Payment Blockage Notice") from the
      Representative of such Designated Senior Debt. If the Trustee receives any
      such Payment Blockage Notice, no subsequent Payment Blockage Notice shall
      be effective for purposes of this Section unless and until at least 360
      days shall have elapsed since the delivery of the immediately prior
      Payment

                                      -89-
<PAGE>

      Blockage Notice. No nonpayment default that existed or was continuing on
      the date of delivery of any Payment Blockage Notice to the Trustee shall
      be, or be made, the basis for a subsequent Payment Blockage Notice unless
      such default shall have been cured or waived for a period of not less than
      90 consecutive days. Any subsequent action or any breach of any covenants
      for a period ending after the date of delivery of the initial Payment
      Blockage Notice that in either case would give rise to a default pursuant
      to any provisions under which a default previously existed or was
      continuing will constitute a new default for this purpose.

            (b) The Issuers may and shall resume payments on and distributions
in respect of the Notes and may acquire them upon the earlier of:

            (i) in the case of a payment default (whether at stated maturity,
      upon acceleration or otherwise), the date upon which all payment defaults
      are cured or waived, and

            (ii) in the case of a default referred to in clause (ii) of Section
      11.03(a) hereof, the earlier of (1) the date on which all such non-payment
      defaults are cured or waived, (2) 179 days after the applicable Payment
      Blockage Notice is received, or (3) the date on which the Trustee receives
      notice from the Representative for such Designated Senior Debt rescinding
      the Payment Blockage Notice, unless the maturity of any Designated Senior
      Debt has been accelerated.

In the event that the Designated Senior Debt is accelerated because of a default
other than a payment default thereunder in accordance with the terms of such
Designated Senior Debt, and such acceleration has not been rescinded, then the
failure to make the payment required arising from such acceleration shall
constitute a payment default.

SECTION 11.04. Acceleration of Securities.

            If payment of the Notes is accelerated because of an Event of
Default, the Issuers shall promptly notify holders of Senior Debt of the
acceleration. In such case, no payment or distribution with respect to any
Obligations on or with respect to the Notes may be made until five Business Days
after the Representative of the Senior Debt receives notice of such acceleration
and, after such five Business Day period, payment or distribution with respect
to any Obligations on or with respect to the Notes may be made only if the
subordination provisions of this Indenture otherwise permit payment at that
time.

SECTION 11.05. When Distribution Must Be Paid Over.

            In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes (except Permitted Junior Securities or
payments and other distributions made from the defeasance trust described under
Article Nine) when the payment is prohibited by Section 11.03, such payment
shall be held by the Trustee or such Holder, in trust for the benefit of, and
shall be paid forthwith over and delivered, upon written request, to, the
holders of Senior Debt as their interests may appear or their Representative
under this Indenture or other agreement (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

                                      -90-
<PAGE>

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

SECTION 11.06. Notice by the Issuers.

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

SECTION 11.07. Subrogation.

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

SECTION 11.08. Relative Rights.

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

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

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

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

            (iv) subordinate in favor of holders of Senior Debt or otherwise
      impair the rights of the Trustee under Section 7.07 hereof.

                                      -91-
<PAGE>

            If the Issuers fail because of this Article Eleven to pay principal
of or interest on a Note on the due date, the failure is still a Default or
Event of Default.

SECTION 11.09. Subordination May Not Be Impaired by the Issuers.

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

SECTION 11.10. Distribution or Notice to Representative.

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

            Upon any payment or distribution of assets of the Issuers referred
to in this Article Eleven, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the Issuers, 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.

SECTION 11.11. Rights of Trustee and Paying Agent.

            Notwithstanding the provisions of this Article Eleven or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article Eleven. Only the Issuers or a
Representative may give the notice. Nothing in this Article Eleven shall impair
the claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.

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

            The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Notes or to the Issuers or to any other person cash, property or securities to
which any holders of Senior Debt shall be entitled by virtue of this Article
Eleven or otherwise. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Indenture and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

                                      -92-

<PAGE>

SECTION 11.12. Authorization to Effect Subordination.

            Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Eleven, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.10 at least 30 days before the expiration of the time
to file such claim, the Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

SECTION 11.13. Amendments.

            The provisions of this Article Eleven shall not be amended or
modified without the written consent of the holders of all Senior Debt.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

            The provisions of TIA Sections 310 to and including 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 12.02. Notices.

            Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

            If to the Issuer, the Co-Issuer or any Guarantor:

                   ASHTON WOODS USA L.L.C.
                   1080 Holcomb Bridge Road
                   Building 200, Suite 350
                   Roswell, GA 30076
                   Attention: Chief Financial Officer
                   Fax Number: (770) 998-7494

                                      -93-
<PAGE>

            with, in the case of any notice furnished pursuant to Article Six, a
            copy to:

                   PAUL, HASTINGS, JANOFSKY & WALKER LLP
                   600 Peachtree Street, N.E.
                   Suite 2400
                   Atlanta, GA 30308
                   Attention: Elizabeth Noe, Esq.
                   Fax Number: (404) 685-5287

            If to the Trustee:

                   U.S. BANK NATIONAL ASSOCIATION
                   EP-MN-WS3C
                   60 Livingston Avenue
                   St. Paul, MN 55107-1419
                   Attention: Corporate Trust Department
                   Fax Number: (651) 495-8097

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

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

            Any notice or communication mailed to a Holder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication to a Holder is mailed in the manner provided above, it
shall be deemed duly given, whether or not the addressee receives it.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03. Communications by Holders with Other Holders.

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

                                      -94-
<PAGE>

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 12.05) 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; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05) stating that, in the opinion of such counsel, all
      such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

            Each certificate and opinion with respect to compliance by or on
behalf of the Issuers or any Guarantor with a condition or covenant provided for
in this Indenture shall include:

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

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

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

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

SECTION 12.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

SECTION 12.07. Business Days; Legal Holidays.

            A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday or other day on which banking institutions in
New York are authorized or required by law to close. 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 12.08. Governing Law.

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK.

                                      -95-
<PAGE>

SECTION 12.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10. No Recourse Against Others.

            No recourse for the payment of the principal of or premium, if any,
or interest, including Additional Interest, on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Issuers or any Guarantor in
this Indenture or in any supplemental indenture, or in any of the Notes, or
because of the creation of any Indebtedness represented thereby, shall be had
against any stockholder, officer, director or employee, as such, past, present
or future, of the Issuer or of any successor corporation or against the property
or assets of any such stockholder, officer, employee or director, either
directly or through the Issuers or any Guarantor, or any successor corporation
thereof, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the Notes are solely obligations of the
Issuers and the Guarantors, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, any stockholder, officer, employee or
director of the Issuers or any Guarantor, or any successor corporation thereof,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or the Notes or implied therefrom, and that any and all such personal liability
of, and any and all claims against every stockholder, officer, employee and
director, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Notes. It is understood that this limitation on recourse is made expressly for
the benefit of any such shareholder, employee, officer or director and may be
enforced by any of them.

SECTION 12.11. Successors.

            All agreements of the Issuers and the Guarantors in this Indenture
and the Notes shall bind their respective successors. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind its successor.

SECTION 12.12. Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 12.13. 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, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                                      -96-
<PAGE>

SECTION 12.14. Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

                                      -97-
<PAGE>

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

                                          ASHTON WOODS USA L.L.C.

                                          By: _________________________________
                                              Name:
                                              Title:

                                          By: _________________________________
                                              Name:
                                              Title:

                                          ASHTON WOODS FINANCE CO.

                                          By: _________________________________
                                              Name:
                                              Title:

                                          By: _________________________________
                                              Name:
                                              Title:

                                      S-1
<PAGE>

                                          BLACK AMBER FLORIDA, INC.
                                          ASHTON BROOKSTONE, INC

                                          By: _________________________________
                                              Name:      Robert Salomon
                                              Title:     Chief Financial Officer

                                          ASHTON ATLANTA RESIDENTIAL, L.L.C.
                                          CANYON REALTY L.L.C.
                                          ASHTON DALLAS RESIDENTIAL L.L.C.
                                          ASHTON HOUSTON RESIDENTIAL L.L.C.
                                          ASHTON HOUSTON DEVELOPMENT L.L.C.
                                          ASHTON WOODS CORPORATE, LLC
                                          ASHTON ORLANDO RESIDENTIAL L.L.C.
                                          ASHTON BURDEN, LLC
                                          ASHTON WOODS ARIZONA L.L.C.
                                          ASHTON TAMPA RESIDENTIAL, LLC
                                          ASHTON DENVER RESIDENTIAL, LLC
                                          ASHTON WOODS FLORIDA L.L.C.
                                          ASHTON WOODS BUTLER L.L.C.
                                          ASHTON WOODS LAKESIDE L.L.C.
                                          ISLEWORTH WEST LIMITED PARTNERSHIP

                                          By: _________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                          ASHTON WOODS CONSTRUCTION, LLC

                                          By: ASHTON WOODS HOMES USA L.L.C.,
                                          sole member

                                          By: _________________________________
                                              Name:     Robert Salomon
                                              Title:    Chief Financial Officer

                                          PINERY JOINT VENTURE

                                          By: ASHTON WOODS HOMES USA L.L.C.,
                                          partner

                                      S-2

<PAGE>

                                          By: _________________________________
                                              Name:      Robert Salomon
                                              Title:     Chief Financial Officer

                                          ISLEWORTH WEST LIMITED PARTNERSHIP

                                          By: ASHTON WOODS FLORIDA L.L.C.,
                                          general partner

                                          By: _________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                          ASHTON WOODS ORLANDO LIMITED
                                          PARTNERSHIP

                                          By: ASHTON WOODS LAKESIDE L.L.C.,
                                          general partner

                                          By: _________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                      S-3

<PAGE>

                                          U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By: _________________________________
                                              Name:
                                              Title:

                                      S-4

<PAGE>

                                                                       EXHIBIT A

                                                                     CUSIP

                             ASHTON WOODS USA L.L.C.
                            ASHTON WOODS FINANCE CO.

No.                                                           $

                     9.5% SENIOR SUBORDINATED NOTE DUE 2015

            ASHTON WOODS USA L.L.C., a Nevada limited liability company (the
"Issuer"), and ASHTON WOODS FINANCE CO., a Delaware corporation (the "Co-Issuer"
and, together with the Issuer, the "Issuers"), for value received, promises to
pay to CEDE & CO. or registered assigns the principal sum of $        dollars on
October 1, 2015.

            Interest Payment Dates: April 1 and October 1.

            Record Dates: March 15 and September 15.

            Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

                                      A-1
<PAGE>

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

                                          ASHTON WOODS USA L.L.C.,
                                          as Issuer

                                          By: _________________________________
                                              Name:
                                              Title:

                                          By: _________________________________
                                              Name:
                                              Title:

                                          ASHTON WOODS FINANCE CO.,
                                          as Co-Issuer

                                          By: _________________________________
                                              Name:
                                              Title:

                                          By: _________________________________
                                              Name:
                                              Title:

Dated:

Certificate of Authentication

            This is one of the 9.5% Senior Subordinated Notes due 2015 referred
to in the within-mentioned Indenture.

                                          U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                          By: _________________________________

Dated:

                                      A-2
<PAGE>

                            [FORM OF REVERSE OF NOTE]

                             ASHTON WOODS USA L.L.C.
                            ASHTON WOODS FINANCE CO.

                     9.5% SENIOR SUBORDINATED NOTE DUE 2015

            1. Interest. ASHTON WOODS USA L.L.C., a Nevada limited liability
company (the "Issuer"), and ASHTON WOODS FINANCE CO., a Delaware corporation
(the "Co-Issuer" and, together with the Issuer, the "Issuers"), promises to pay,
until the principal hereof is paid or made available for payment, interest on
the principal amount set forth on the face hereof at a rate of 9.5% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including
September 21, 2005 to but excluding the date on which interest is paid. Interest
shall be payable in arrears on each April 1 and October 1, commencing April 1,
2006. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Issuers shall pay interest on overdue principal and on overdue
interest (to the full extent permitted by law) at a rate of 9.5% per annum.

            2. Method of Payment. The Issuers will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on March 15 or September 15 next preceding the interest payment date
(whether or not a Business Day). Holders must surrender Notes to a Paying Agent
to collect principal payments. The Issuers will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Interest may be paid by check
mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Notes.

            3. Paying Agent and Registrar. Initially, U.S. Bank National
Association (the "Trustee") will act as a Paying Agent and Registrar. The
Issuers may change any Paying Agent or Registrar without notice. Neither of the
Issuers nor any of their Affiliates may act as Paying Agent or Registrar.

            4. Indenture and Subordination. The Issuers issued the Notes under
an Indenture dated as of September 21, 2005 (the "Indenture") among the Issuers,
the Guarantors (as defined in the Indenture) and the Trustee. This is one of an
issue of Notes of the Issuers issued, or to be issued, under the Indenture. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended from time to time. The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of them. The payment of the Notes will, to the extent set forth in the
Indenture, be subordinated in right of payment to the prior payment in full in
cash or cash equivalents of all Senior Debt. Capitalized and certain other terms
used herein and not otherwise defined have the meanings set forth in the
Indenture.

            5. Optional Redemption. (a) The Issuer, at its option, may redeem
the Notes, in whole or in part, at any time on or after October 1, 2010 upon not
less than 30 nor more than

                                      A-3
<PAGE>

60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below, together, in each case, with accrued and unpaid
interest thereon, if any, to the Redemption Date, if redeemed during the
12-month period beginning on October 1 of each year listed below:

<TABLE>
<CAPTION>
Year                                                              Optional Redemption Price
----                                                              -------------------------
<S>                                                               <C>
2010..........................................................           104.750%
2011..........................................................           103.167%
2012..........................................................           101.583%
2013 and thereafter...........................................           100.000%
</TABLE>

            (b) At any time or from time to time prior to October 1, 2008, the
Issuer, at its option, may redeem up to 35% of the aggregate principal amount of
the Notes with the net cash proceeds of one or more Qualified Equity Offerings
at a redemption price equal to 109.500% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption
Date; provided, however, that (1) at least 65% of the aggregate principal amount
of Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption and (2) the redemption occurs within 90 days of
the date of the closing of any such Qualified Equity Offering.

            (c) In the event of a redemption of fewer than all of the Notes, the
Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, while such
Notes are listed or, if such Notes are not then listed on a national securities
exchange, on a pro rata basis, by lot or in such other manner as the Trustee
shall deem fair and appropriate; provided, however that no Notes of a principal
amount of $1,000 or less shall be redeemed in part. The Notes will be redeemable
in whole or in part upon not less than 30 nor more than 60 days' prior written
notice, mailed by first class mail to a Holder's last address as it shall appear
on the register maintained by the Registrar of the Notes. On and after any
redemption date, interest will cease to accrue on the Notes or portions thereof
called for redemption unless the Issuers shall fail to redeem any such Note.

            6. Notice of Redemption. Notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at his registered
address, except that redemption notices may be mailed more than 60 days prior to
a Redemption Date if the notice is issued in connection with a satisfaction and
discharge of the Indenture. On and after the Redemption Date, unless the Issuers
default in making the redemption payment, interest ceases to accrue on Notes or
portions thereof called for redemption.

            7. 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 Issuers shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

            8. Registration Rights. Pursuant to a Registration Rights Agreement
among the Issuers, the Guarantors, and UBS Securities LLC and Wachovia Capital
Markets, LLC, the Issuers and the Guarantors will be obligated to consummate an
exchange offer pursuant to which

                                      A-4
<PAGE>

the Holder of this Note shall have the right to exchange this Note for notes of
a separate series issued under the Indenture (or a trust indenture substantially
identical to the Indenture in accordance with the terms of the Registration
Rights Agreement) which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Notes. The
Holders shall be entitled to receive certain additional interest payments in the
event such exchange offer is not consummated and upon certain other conditions,
all pursuant to and in accordance with the terms of the Registration Rights
Agreement.

            9. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay to it any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes or portion of a Note selected for
redemption, or register the transfer of or exchange any Notes for a period of 15
days before a mailing of notice of redemption.

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

            11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back to
the Issuers at its written request. After that, Holders entitled to the money
must look to the Issuers for payment as general creditors unless an "abandoned
property" law designates another Person.

            12. Amendment, Supplement, Waiver, Etc. The Issuers, the Guarantors
and the Trustee (if a party thereto) may, without the consent of the Holders of
any outstanding Notes, amend, waive or supplement the Indenture or the Notes 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 does not
materially and adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture or the Notes may be made by the Issuers, the
Guarantors and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of the outstanding Notes or
two-thirds of such aggregate principal amount as to amendments or modifications
relating to provisions governing Change of Control Offers, subject to certain
exceptions requiring the consent of the Holders of the particular Notes to be
affected.

            13. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Issuer and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of their Equity
Interests or certain Indebtedness, make certain Investments, create or incur
Liens, enter into transactions with Affiliates, enter into agreements
restricting the ability of Restricted Subsidiaries to pay dividends and make
distributions and on the ability of the Issuer to merge or consolidate with any
other Person or transfer all or substantially all of the Issuer's, the
Co-Issuer's or any Guarantor's assets. Such limitations are subject to a number
of important qualifications and exceptions. Pursuant to Section 4.04, the
Issuers must annually report to the Trustee on compliance with such limitations.

                                      A-5
<PAGE>

            14. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

            15. 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 6.01(7) or (8) with
respect to the Issuer) occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the outstanding Notes may, by
written notice to the Trustee and the Issuers, and the Trustee upon the request
of the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes shall, declare all principal of and accrued interest on all
Notes to be immediately due and payable and such amounts shall become
immediately due and payable. If an Event of Default specified in Section 6.01(7)
or (8) occurs with respect to the Issuer, the principal amount of and interest
on, all Notes 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. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except a default in payment of principal, premium, if
any, or interest on the Notes or a default in the observance or performance of
any of the obligations of the Issuers under Article Five of the Indenture) if it
determines that withholding notice is in their best interests.

            16. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuers or their Affiliates, and may otherwise deal with the
Issuers or their Affiliates, as if it were not Trustee.

            17. Discharge. The Issuers' 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 Notes or upon
the irrevocable deposit with the Trustee of United States dollars or U.S.
Government Obligations sufficient to pay when due principal of and interest on
the Notes to maturity or redemption, as the case may be.

            18. Guarantees. This Note will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

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

            20. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York. The Trustee, the Issuers, the
Guarantors and the Holders agree to submit

                                      A-6
<PAGE>

to the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to the Indenture or the Notes.

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

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

            ASHTON WOODS USA L.L.C.
            1080 Holcomb Bridge Road
            Building 200, Suite 350
            Roswell, GA  30076
            Attention: Chief Financial Officer

                                      A-7
<PAGE>

                                   ASSIGNMENT

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:
________________________________________________________________________________
________________________________________________________________________________
Agent to transfer this Note on the books of the Issuer. The Agent may substitute
another to act for him.

Date: ________________             Your Signature:________________________
                                                    (Sign exactly as your name
                                                    appears on the other side of
                                                    this Note)

                   Signature Guarantee:_______________________

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have all or any part of this Note purchased
by the Issuers pursuant to Section 4.09, Section 4.15 or Section 4.19 of the
Indenture, check the appropriate box:

     [ ] Section 4.09            [ ] Section 4.15           [ ] Section 4.19

            If you want to have only part of the Note purchased by the Issuers
pursuant to Section 4.09, Section 4.15 or Section 4.19 of the Indenture, state
the amount you elect to have purchased:

$______________________________
(multiple of $1,000)

Date:__________________________

               Your Signature:______________________________________________
                              (Sign exactly as your name appears on the face of
                              this Note)

_______________________________
Signature Guaranteed

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-9
<PAGE>

                                                                       EXHIBIT B

                 [FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES
                           THAT ARE RESTRICTED NOTES]

The Note (or its predecessor) evidenced hereby was originally issued in a
transaction exempt from registration under Section 5 of the United States
Securities Act of 1933, and the Note evidenced hereby may not be offered, sold
or otherwise transferred in the absence of such registration or an applicable
exemption therefrom. Each purchaser of the Note evidenced hereby is hereby
notified that the seller may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A thereunder or another
exemption under the Securities Act. The holder of the Note evidenced hereby
agrees for the benefit of the Issuers that (a) such Note may be offered, resold,
pledged or otherwise transferred only (1)(a) to a person who the seller
reasonably believes is a qualified institutional buyer (as defined in Rule 144A
under the Securities Act), purchasing for its own account in a transaction
meeting the requirements of Rule 144A under the Securities Act, (b) in a
transaction meeting the requirements of Rule 144 of the Securities Act, (c)
outside the United States to a foreign person in a transaction meeting the
requirements of Rule 904 of Regulation S under the Securities Act, (d) to an
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act (an "Institutional Accredited Investor") that is
purchasing at least $100,000 of Notes for its own account or for the account of
an institutional accredited investor (and based upon an opinion of counsel if
the Issuers so request) or (e) in accordance with another exemption from the
registration requirements of the Securities Act provided that in the case of a
transfer under clause (e) such transfer is subject to the receipt by the Trustee
(and the Issuers, if they so request) of a certification of the Transferor and
an opinion of counsel to the effect that such transfer is in compliance with the
Securities Act, (2) to the Issuers or any of their subsidiaries or (3) under an
effective registration statement under the Securities Act and, in each case, in
accordance with any applicable securities laws of any state of the United States
or any other applicable jurisdiction and the indenture governing the Notes and
(b) the holder will, and each subsequent holder is required to, notify any
purchaser from it of the Note evidenced hereby of the resale restrictions set
forth in (a) above. If any resale or other transfer of any Note is proposed to
be made under clause (a)(1)(d) above while these transfer restrictions are in
force then the transferor shall deliver a letter from the transferee to the
Issuers and the Trustee which shall provide, among other things, that the
transferee is an institutional accredited investor and that it is acquiring the
Securities for investment purposes and not for distribution in violation of the
Securities Act.

                                      B-1
<PAGE>

           [FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE
                                RESTRICTED NOTES]

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:
________________________________________________________________________________
________________________________________________________________________________
Agent to transfer this Note on the books of the Issuer. The Agent may substitute
another to act for him.

                                   [Check One]

[ ]  (a)     this Note is being transferred in compliance with the exemption
             from registration under the Securities Act provided by Rule 144A
             thereunder.

                                       or

[ ]  (b)     this Note is being transferred other than in accordance with
             (a) above and documents are being furnished which comply with the
             conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

Date:____________           Your Signature:__________________________________
                                          (Sign exactly as your name
                                          appears on the face of this Note)

Signature Guarantee:___________________________________________________________

                                      B-2
<PAGE>

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      B-3
<PAGE>

            TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:______________________     _______________________________________________
                                 NOTICE:  To be executed by an executive officer

                                      B-4
<PAGE>

                                                                       EXHIBIT C

                     [FORM OF LEGEND FOR REGULATION S NOTE]

This Note has not been registered under the U.S. Securities Act of 1933, as
amended (the "Act"), and, unless so registered, may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. Persons
unless registered under the Act or except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Act.

                                      C-1
<PAGE>

                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]

I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

and irrevocably appoint:
________________________________________________________________________________
________________________________________________________________________________
Agent to transfer this Note on the books of the Issuer. The Agent may substitute
another to act for him.

                                   [Check One]

[ ]  (a)    this Note is being transferred in compliance with the exemption
            from registration under the Securities Act provided by Rule 144A
            thereunder.

                                       or

[ ]  (b)    this Note is being transferred other than in accordance with (a)
            above and documents are being furnished which comply with the
            conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

Date: __________________       Your Signature:__________________________________
                                              (Sign exactly as your name
                                              appears on the face of this Note)

Signature Guarantee:____________________________________________________________

                                      C-2
<PAGE>

                               SIGNATURE GUARANTEE

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      C-3
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:______________________     _______________________________________________
                                 NOTICE: To be executed by an executive officer

                                      C-4
<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

            Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Note) in substantially the following form:

            This Note is a Global Note within the meaning of the indenture
hereinafter referred to and is registered in the name of a depository or a
nominee of a depository. This Note is not exchangeable for Notes registered in
the name of a person other than the depository or its nominee except in the
limited circumstances described in the indenture, and no transfer of this Note
(other than a transfer of this Note as a whole by the depository to a nominee of
the depository or by a nominee of the depository to the depository or another
nominee of the depository) may be registered except in the limited circumstances
described in the Indenture.

            Unless this certificate is presented by an authorized representative
of the Depository Trust Company (a New York corporation) ("DTC") to the issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of CEDE & CO. or in such other name
as it requested by an authorized representative of DTC (and any payment is made
to CEDE & CO. or such other entity as is requested by an authorized
representative of DTC), any transfer, pledge or other use hereof for value or
otherwise by or to any Person is wrongful inasmuch as the registered owner
hereof, CEDE & CO., has an interest herein.

                                      D-1
<PAGE>

                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

U.S. Bank National Association
Ashton Woods USA L.L.C.
Ashton Woods Finance Co.
c/o U.S. Bank National Association
EP- MN-WS3C
60 Livingston Avenue
St. Paul, MN 55107-1419

Attention: Corporate Trust Department

Ladies and Gentlemen:

            In connection with our proposed purchase of 9.5% Senior Subordinated
Notes due 2015 (the "Notes") of ASHTON WOODS USA L.L.C., a Nevada limited
liability company (the "Issuer"), and ASHTON WOODS FINANCE CO., a Delaware
corporation (the "Co-Issuer" and, together with the Issuer, the "Issuers"), we
confirm that:

            1. We understand that any subsequent transfer of the Notes is
      subject to certain restrictions and conditions set forth in the Indenture
      dated as of September 21, 2005 relating to the Notes and we agree to be
      bound by, and not to offer, resell, pledge or otherwise transfer the Notes
      except in compliance with, such restrictions and conditions and the
      Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the Notes have not been registered under the
      Securities Act or any other applicable securities laws, have not been and
      will not be qualified for sale under the securities laws of any non-U.S.
      jurisdiction and that the Notes may not be offered, sold, pledged or
      otherwise transferred except as permitted in the following sentence. We
      agree, on our own behalf and on behalf of any accounts for which we are
      acting as hereinafter stated, that if we should sell any Notes, we will do
      so only (i) to an Issuer or any subsidiary thereof, (ii) in accordance
      with Rule 144A under the Securities Act to a "qualified institutional
      buyer" (as defined in Rule 144A), (iii) to an institutional "accredited
      investor" (as defined below) that, prior to such transfer, furnishes (or
      has furnished on its behalf by a U.S. broker-dealer) to you a signed
      letter containing certain representations and agreements relating to the
      restrictions on transfer of the Notes, (iv) outside the United States to
      persons other than U.S. persons in offshore transactions meeting the
      requirements of Rule 904 of Regulation S under the Securities Act, (v)
      pursuant to the exemption form registration provided by Rule 144 under the
      Securities Act (if applicable) or (vi) pursuant to an effective
      registration statement, and we further agree to provide to any person
      purchasing any of the Notes from us a notice advising such purchaser that
      resales of the Notes are restricted as stated herein.

                                      E-1
<PAGE>

            3. We understand that, on any proposed resale of any Notes, we will
      be required to furnish to you and the Issuers such certifications, legal
      opinions and other information as you and the Issuers may reasonably
      require to confirm that the proposed sale complies with the foregoing
      restrictions. We further understand that the Notes purchased by us will
      bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act) and have such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of our investment in the Notes,
      and we and any accounts for which we are acting each are able to bear the
      economic risk of our or their investment, as the case may be.

            5. We are acquiring the Notes purchased by us for our account or for
      one or more accounts (each of which is an institutional "accredited
      investor") as to each of which we exercise sole investment discretion.

            6. We are not acquiring the Notes with a view toward the
      distribution thereof in a transaction that would violate the Securities
      Act or the securities laws of any state of the United States or any other
      applicable jurisdiction.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                          Very truly yours,

                                          [Name of Transferee]

                                          By: _____________________________
                                              Name:
                                              Title:

Date: _______________________

                                      E-2
<PAGE>

                                                                       EXHIBIT F

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

U.S. Bank National Association
Ashton Woods USA L.L.C.
Ashton Woods Finance Co.
c/o U.S. Bank National Association
EP- MN-WS3C
60 Livingston Avenue
St. Paul, MN 55107-1419

Attention: Corporate Trust Department

Dear Sirs:

            In connection with our proposed sale of $[-] aggregate principal
amount of the 9.5% Senior Subordinated Notes due 2015 (the "Notes") of ASHTON
WOODS USA L.L.C., a Nevada limited liability company (the "Issuer"), and ASHTON
WOODS FINANCE CO., a Delaware corporation (the "Co-Issuer" and, together with
the Issuer, the "Issuers"), we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

            (1) the offer of the Notes was not made to a U.S. person or to a
      person in the United States;

            (2) either (a) at the time the buy offer was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States, or (b) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (3) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 904(a) of Regulation S;

            (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act; and

            (5) we have advised the transferee of the transfer restrictions
      applicable to the Notes.

                                      F-1
<PAGE>

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                          Very truly yours,

                                          [Name of Transferee]

                                          By: _______________________________

                                      F-2
<PAGE>

                                                                       EXHIBIT G

                              NOTATION OF GUARANTEE

            Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of September 21, 2005 by and among ASHTON WOODS USA L.L.C., a Nevada
limited liability company (the "Issuer"), and ASHTON WOODS FINANCE CO., a
Delaware corporation (the "Co-Issuer" and, together with the Issuer, the
"Issuers"), the Guarantors, as guarantors, and U.S. Bank National Association,
as trustee (the "Trustee") (as amended, restated or supplemented from time to
time, the "Indenture"), and subject to the provisions of the Indenture, (a) the
due and punctual payment of the principal of, and premium, if any, and interest
on the Notes, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal of, and premium and, to the extent permitted by law,
interest, and the due and punctual performance of all other obligations of the
Issuers to the Holders or the Trustee, all in accordance with the terms set
forth in Article Ten of the Indenture, and (b) in case of any extension of time
of payment or renewal of any Notes or any of such other obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.

            The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
Ten of the Indenture, and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee. Each Holder of the Note to
which this Guarantee is endorsed, by accepting such Note, agrees to and shall be
bound by such provisions.

                         [Signatures on Following Pages]

                                      G-1
<PAGE>

            IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be signed by a duly authorized officer.

                                          BLACK AMBER FLORIDA, INC.
                                          ASHTON BROOKSTONE, INC

                                          By: _________________________________
                                              Name:      Robert Salomon
                                              Title:     Chief Financial Officer

                                          ASHTON ATLANTA RESIDENTIAL, L.L.C.
                                          CANYON REALTY L.L.C.
                                          ASHTON DALLAS RESIDENTIAL L.L.C.
                                          ASHTON HOUSTON RESIDENTIAL L.L.C.
                                          ASHTON HOUSTON DEVELOPMENT L.L.C.
                                          ASHTON WOODS CORPORATE, LLC
                                          ASHTON ORLANDO RESIDENTIAL L.L.C.
                                          ASHTON BURDEN, LLC
                                          ASHTON WOODS ARIZONA L.L.C.
                                          ASHTON TAMPA RESIDENTIAL, LLC
                                          ASHTON DENVER RESIDENTIAL, LLC
                                          ASHTON WOODS FLORIDA L.L.C.
                                          ASHTON WOODS BUTLER L.L.C.
                                          ASHTON WOODS LAKESIDE L.L.C.
                                          ISLEWORTH WEST LIMITED PARTNERSHIP

                                          By: _________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                          ASHTON WOODS CONSTRUCTION, LLC

                                          By: ASHTON WOODS HOMES USA L.L.C.,
                                          sole member

                                          By: _________________________________
                                              Name:      Robert Salomon
                                              Title:     Chief Financial Officer

                                          PINERY JOINT VENTURE

                                      G-2
<PAGE>

                                          By: ASHTON WOODS HOMES USA L.L.C.,
                                          partner

                                          By: _________________________________
                                              Name:      Robert Salomon
                                              Title:     Chief Financial Officer

                                          ISLEWORTH WEST LIMITED PARTNERSHIP

                                          By: ASHTON WOODS FLORIDA L.L.C.,
                                          general partner

                                          By: _________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                          ASHTON WOODS ORLANDO LIMITED
                                          PARTNERSHIP

                                          By: ASHTON WOODS LAKESIDE L.L.C.,
                                          general partner

                                          By: __________________________________
                                              Name:        Robert Salomon
                                              Title:       Manager

                                      G-3