View:

Download DOC

Download PDF

Download XLS

Table of Contents

Table of Contents

Table of Contents

Table of Contents

                                                                     EXHIBIT 4.1


                       CORRECTIONS CORPORATION OF AMERICA




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

                                 BASE INDENTURE

                          Dated as of January 23, 2006

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


                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

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







                             CROSS-REFERENCE TABLE*



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


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




                                TABLE OF CONTENTS



                                                                           Page

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE
                                                                      

Section 1.01       Definitions.................................................1
Section 1.02       Other Definitions...........................................7
Section 1.03       Incorporation by Reference of Trust Indenture Act...........7
Section 1.04       Rules of Construction.......................................7

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01       Issuable in Series..........................................8
Section 2.02       Establishment of Terms of Series of Securities..............8
Section 2.03       Execution and Authentication...............................11
Section 2.04       Registrar and Paying Agent.................................11
Section 2.05       Paying Agent to Hold Money in Trust........................12
Section 2.06       Holder Lists...............................................12
Section 2.07       Transfer and Exchange......................................12
Section 2.08       Replacement Securities.....................................13
Section 2.09       Outstanding Securities.....................................13
Section 2.10       Treasury Securities........................................14
Section 2.11       Temporary Securities.......................................14
Section 2.12       Cancellation...............................................14
Section 2.13       Defaulted Interest.........................................14
Section 2.14       Global Securities..........................................15
Section 2.15       CUSIP Numbers..............................................16

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.........................................16
Section 3.02       Selection of Securities to Be Redeemed or Purchased........16
Section 3.03       Notice of Redemption.......................................17
Section 3.04       Effect of Notice of Redemption.............................18
Section 3.05       Deposit of Redemption or Purchase Price....................18
Section 3.06       Securities Redeemed or Purchased in Part...................18

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01       Payment of Securities......................................18
Section 4.02       Maintenance of Office or Agency............................19
Section 4.03       Reports....................................................19
Section 4.04       Compliance Certificate.....................................20
Section 4.05       Taxes......................................................20
Section 4.06       Stay, Extension and Usury Laws.............................20
Section 4.07       Corporate Existence........................................21


                                       i





                                                                            Page
                                   ARTICLE 5.
                                   SUCCESSORS
                                                                     

Section 5.01    Merger, Consolidation, or Sale of Assets......................21
Section 5.02    Successor Person Substituted..................................21

                                ARTICLE 6.
                           DEFAULTS AND REMEDIES

Section 6.01    Events of Default.............................................22
Section 6.02    Acceleration..................................................23
Section 6.03    Other Remedies................................................24
Section 6.04    Waiver of Past Defaults.......................................24
Section 6.05    Control by Majority...........................................24
Section 6.06    Limitation on Suits...........................................24
Section 6.07    Rights of Holders of Securities to Receive Payment............25
Section 6.08    Collection Suit by Trustee....................................25
Section 6.09    Trustee May File Proofs of Claim..............................25
Section 6.10    Priorities....................................................26
Section 6.11    Undertaking for Costs.........................................26

                                 ARTICLE 7.
                                  TRUSTEE

Section 7.01    Duties of Trustee.............................................26
Section 7.02    Rights of Trustee.............................................27
Section 7.03    Individual Rights of Trustee..................................28
Section 7.04    Trustee's Disclaimer..........................................28
Section 7.05    Notice of Defaults............................................28
Section 7.06    Reports by Trustee to Holders of the Securities...............29
Section 7.07    Compensation and Indemnity....................................29
Section 7.08    Replacement of Trustee........................................30
Section 7.09    Successor Trustee by Merger, etc..............................31
Section 7.10    Eligibility; Disqualification.................................31
Section 7.11    Preferential Collection of Claims Against Company.............31

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance......31
Section 8.02    Legal Defeasance and Discharge................................31
Section 8.03    Covenant Defeasance...........................................32
Section 8.04    Conditions to Legal or Covenant Defeasance....................32
Section 8.05    Deposited Money and Government Securities to be Held in
                Trust; Other Miscellaneous Provisions.........................34
Section 8.06    Repayment to Company..........................................34
Section 8.07    Reinstatement.................................................34

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Securities...................35
Section 9.02       With Consent of Holders of Securities......................36
Section 9.03       Compliance with Trust Indenture Act........................37
Section 9.04       Revocation and Effect of Consents..........................38



                                       ii





                                                                              Page
                                                                       
Section 9.05      Notation on or Exchange of Securities........................38
Section 9.06      Trustee to Sign Amendments, etc..............................38

                                  ARTICLE 10.
                                  GUARANTEES

Section 10.01     Guarantees...................................................38
Section 10.02     Limitation on Guarantor Liability............................39
Section 10.03     Execution and Delivery of Security Guarantee.................40
Section 10.04     Guarantors May Consolidate, etc., on Certain Terms...........40
Section 10.05     Releases Following Sale of Assets............................41

                                  ARTICLE 11.
                          satisfaction and discharge

Section 11.01     Satisfaction and Discharge...................................41
Section 11.02     Application of Trust Money...................................42

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01     Trust Indenture Act Controls.................................42
Section 12.02     Notices......................................................43
Section 12.03     Communication by Holders of Securities with Other
                  Holders of Securities........................................44
Section 12.04     Certificate and Opinion as to Conditions Precedent...........44
Section 12.05     Statements Required in Certificate or Opinion................44
Section 12.06     Rules by Trustee and Agents..................................44
Section 12.07     No Personal Liability of Directors, Officers, Employees
                  and Stockholders.............................................44
Section 12.08     Governing Law................................................45
Section 12.09     No Adverse Interpretation of Other Agreements................45
Section 12.10     Successors...................................................45
Section 12.11     Severability.................................................45
Section 12.12     Counterpart Originals........................................45
Section 12.13     Table of Contents, Headings, etc.............................45






                                      iii



         BASE INDENTURE dated as of January 23, 2006 between Corrections
Corporation of America, a Maryland corporation, the Guarantors (as defined) and
U.S. Bank National Association, as trustee.

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

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

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

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

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

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

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

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

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

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

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

         "Capital Stock" means:

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

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


                                       1



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

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

         "Cash Equivalents" means:

               (1) United States dollars;

               (2) Government Securities having maturities of not more than one
         year from the date of acquisition;

               (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding one year and
         overnight bank deposits, in each case, with any lender party to the
         Old Credit Agreement or the New Credit Agreement or with any domestic
         commercial bank having capital and surplus in excess of $500.0 million
         and a Thomson Bank Watch Rating of "B" or better;

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

               (5) commercial paper having the highest rating obtainable from
         Moody's Investors Service, Inc. or Standard & Poor's Rating Services
         and in each case maturing within one year after the date of
         acquisition; and

               (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

         "Company" means Corrections Corporation of America, a Maryland
corporation, and any and all successors thereto.

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

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

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

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

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


                                       2



         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession as amended and/or modified from time to time.

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

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

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

         "Guarantors" means each of:

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

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

and their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

               (1) interest rate swap agreements, interest rate cap agreements
         and interest rate collar agreements; and

               (2) other agreements or arrangements designed to protect such
         Person against fluctuations in interest rates.

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

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

               (1) in respect of borrowed money;

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


                                       3



               (3) in respect of banker's acceptances;

               (4) representing Capital Lease Obligations;

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

               (6) representing any Hedging Obligations,

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

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

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

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

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

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

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

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

                                       4



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

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

         "New Credit Agreement" means the credit agreement that the Company
intends to enter into with Wachovia Bank, National Association, as
administrative agent, and certain lenders and other parties thereto, and any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, with the same or different lenders (including, without limitation,
any amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

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

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

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

         "Old Credit Agreement" means that certain Third Amended and Restated
Credit Agreement dated May 3, 2002, by and among the Company and Lehman
Commercial Paper Inc. and other parties thereto, as amended and restated from
time to time, including that certain Seventh Amendment and Consent to the Third
Amended and Restated Credit Agreement, dated March 8, 2005, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, to be entered into on or prior to the date of
this Indenture, and in each case as amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, with the same or different lenders (including, without limitation,
any amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

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

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


                                       5



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

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

         "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

         "Trustee" means the Person named as the "trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
provided,

                                       6


however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of or within any Series shall
mean only the Trustee with respect to the Securities of that Series.

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

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

Section 1.02      Other Definitions.



                                                                       Defined in
        Term                                                             Section
        ----                                                             -------
                                                                    
        "Covenant Defeasance"......................................       8.03
        "Event of Default".........................................       6.01
        "Legal Defeasance".........................................       8.02
        "Paying Agent".............................................       2.04
        "Registrar"................................................       2.04


Section 1.03      Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Securities;

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

         "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;


                                       7


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

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

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

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

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01      Issuable in Series.

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

Section 2.02      Establishment of Terms of Series of Securities.

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

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

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

         (c) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the Series pursuant to
Section 2.07, 2.08, 2.11, 3.06 or 9.05);

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

         (e) the rate or rates (which may be fixed or variable) per annum or,
if applicable, the method used to determine such rate or rates, at which the
Securities of the Series shall bear interest, if any, the


                                       8


date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date and the basis
upon which interest shall be calculated if other than that of a 360-day year
consisting of twelve 30-day months;

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       9



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

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

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

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

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

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

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

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

         (aa) whether and under what circumstances the Company will pay
Additional Amounts on the Securities of or within the Series to any Holder who
is not a United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so,
whether the Company will have the option to redeem such Securities rather than
pay such Additional Amounts (and the terms of any such option);

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

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

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


                                       10



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

Section 2.03      Execution and Authentication.

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

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

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

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

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

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

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

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

Section 2.04      Registrar and Paying Agent.

         The Company will maintain with respect to each Series of Securities at
the place or places specified with respect to such Series pursuant to Section
2.02 an office or agency where Securities of such


                                       11


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

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

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

Section 2.05      Paying Agent to Hold Money in Trust.

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

Section 2.06      Holder Lists.

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

Section 2.07      Transfer and Exchange.

         Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the


                                       12


Registrar's request. No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.06 or 9.05).

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

Section 2.08      Replacement Securities.

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

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

Section 2.09      Outstanding Securities.

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

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

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

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

         In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be



                                       13


the amount of the principal thereof that would be due and payable as of the date
of such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02.

Section 2.10      Treasury Securities.

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

Section 2.11      Temporary Securities.

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

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

Section 2.12      Cancellation.

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

Section 2.13      Defaulted Interest.

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



                                       14


Section 2.14      Global Securities.

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

         (b) Transfer and Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.07 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture
for Securities of the Series with respect to which such Global Security was
issued registered in the names of Holders other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

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

         (c) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form, or such other legend as may be set forth in a
supplemental indenture:

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

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

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

         (f) Consents, Declaration and Directions. Except as provided in Section
2.14(e), the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written




                                       15


statement of the Depositary with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

Section 2.15      CUSIP Numbers.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

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

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

               (2) the redemption date;

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

               (4) the redemption price.

Section 3.02      Selection of Securities to Be Redeemed or Purchased.

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

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

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



                                       16


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

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

Section 3.03      Notice of Redemption.

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

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

               (1) the redemption date;

               (2) the redemption price;

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

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

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

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

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

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



                                       17


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

Section 3.04      Effect of Notice of Redemption.

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

Section 3.05      Deposit of Redemption or Purchase Price.

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

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

Section 3.06      Securities Redeemed or Purchased in Part.

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

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Securities.

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




                                       18


Subsidiary is acting as Paying Agent, the Company shall, prior to 10:00 a.m. New
York City time on the due date, segregate and hold in trust U.S. Legal Tender
sufficient to make payments of principal, premium and interest due on such date.

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

Section 4.02      Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee, being U.S.
Bank National Association, located at 100 Wall Street, New York, New York 10005,
or an affiliate of the Trustee, Registrar or co-registrar) where Securities of
each Series may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of Securities of
each Series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

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

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

Section 4.03      Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as Securities of any Series are outstanding, the Company will file a copy
of all of the information and reports referred to in clauses (1) and (2) below
with the SEC for public availability within the time periods specified in the
SEC's rules and regulations:

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

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



                                       19


If the SEC will not accept a filing referred to above, then the Company will
furnish such information and reports to the Trustee and Holders within 15 days
of the time periods specified in the SEC's rules and regulations, and make such
information available to prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

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

Section 4.04      Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to his or her knowledge after due inquiry the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to his or
her knowledge after due inquiry 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 Securities of any Series is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) So long as any of the Securities of any Series are outstanding, the
Company will deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05      Taxes.

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

Section 4.06      Stay, Extension and Usury Laws.

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



                                       20


such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.

Section 4.07      Corporate Existence.

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

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

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

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

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

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

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

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

Section 5.02      Successor Person Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the Successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the Successor Person and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same




                                       21


effect as if such Successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Securities except in the
case of a sale of all of the Company's assets in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

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

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

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

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

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

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

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

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

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

                     (A) commences a voluntary case,



                                       22


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

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

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

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

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

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

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

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

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

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

Section 6.02      Acceleration.

         In the case of an Event of Default with respect to Securities of any
Series at the time outstanding specified in clause (5) or (6) of Section 6.01
hereof, with respect to the Company, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary, all outstanding Securities of such Series shall become
due and payable immediately without further action or notice. If any other Event
of Default with respect to Securities of any Series at the time outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of such Series may declare
all the Securities of such Series to be due and payable immediately.

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



                                       23


Section 6.03      Other Remedies.

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

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

Section 6.04      Waiver of Past Defaults.

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

Section 6.05      Control by Majority.

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

Section 6.06      Limitation on Suits.

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

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

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

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



                                       24


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

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

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

Section 6.07      Rights of Holders of Securities to Receive Payment.

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

Section 6.08      Collection Suit by Trustee.

         If an Event of Default with respect to Securities of any Series
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium, if any,
and interest remaining unpaid on the Securities of that Series and interest on
overdue principal and, to the extent lawful, interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09      Trustee May File Proofs of Claim.

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



                                       25


Section 6.10      Priorities.

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

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

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

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

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

Section 6.11      Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee.

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

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

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

               (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or




                                       26


         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee will examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

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

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

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

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

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

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

Section 7.02      Rights of Trustee.

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

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

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

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

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



                                       27


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

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

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

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

Section 7.03      Individual Rights of Trustee.

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

Section 7.04      Trustee's Disclaimer.

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

Section 7.05      Notice of Defaults.

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


                                       28


Section 7.06      Reports by Trustee to Holders of the Securities.

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

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

Section 7.07      Compensation and Indemnity.

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

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

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

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

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



                                       29


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

Section 7.08      Replacement of Trustee.

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

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

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

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

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

               (4) the Trustee becomes incapable of acting.

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

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

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

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



                                       30


Section 7.09      Successor Trustee by Merger, etc.

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

Section 7.10      Eligibility; Disqualification.

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

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

Section 7.11      Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

         If, pursuant to Section 2.02, provision is made for either or both of
(a) defeasance of the Securities of or within a Series under Section 8.02 or (b)
covenant defeasance of the Securities of or within a Series under Section 8.03
to be applicable to the Securities of a Series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 2.02 with respect to the Securities of such Series), shall be applicable
to the Securities of such Series, and the Company may, at the option of the
Board of Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Securities of such Series upon compliance with the
conditions set forth below in this Article 8.

Section 8.02      Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Securities of a
Series on the date the conditions set forth below are satisfied with respect to
the Securities of such Series (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
such Series, which will thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under the Securities of such Series and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the



                                       31


same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:

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

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

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

               (4) this Article 8.

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

Section 8.03      Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 4.3 and 4.4, as well
as any additional covenants contained in a supplemental indenture hereto for a
particular Series of Securities, with respect to the outstanding Securities of a
Series on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such
Series shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders of Securities of
such Series (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that the Securities of such Series will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Securities of such
Series, the Company may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply will
not constitute a Default or an Event of Default with respect to Securities of
such Series under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and the Securities of such Series will be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(5) hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

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

               (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of Securities of a Series, cash
         in such currency, currencies or currency units in which such Securities
         are then specified as payable at Stated Maturity, non-callable
         Government Securities, or a combination thereof, in such amounts as
         will be sufficient, in the opinion of a




                                       32


         nationally recognized firm of independent public accountants, to pay
         the principal of, premium, if any, and interest on the outstanding
         Securities of such Series on the stated date for payment thereof or on
         the applicable redemption date, as the case may be, and the Company
         must specify whether the Securities of such Series are being defeased
         to maturity or to a particular redemption date;

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

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

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

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

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

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

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

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

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



                                       33


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

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

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

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

Section 8.06      Repayment to Company.

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

Section 8.07      Reinstatement.

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



                                       34


the Holders of such Series of Securities to receive such payment from the money
held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Securities.

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

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

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

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

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

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

               (6) to secure the Securities of any Series;

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



                                       35


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

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

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

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

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

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

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

Section 9.02      With Consent of Holders of Securities.

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

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities of each required Series as aforesaid, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of such amended or




                                       36


supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

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

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

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

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

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

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

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

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

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

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

Section 9.03      Compliance with Trust Indenture Act.

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



                                       37


Section 9.04      Revocation and Effect of Consents.

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

Section 9.05      Notation on or Exchange of Securities.

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

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

Section 9.06      Trustee to Sign Amendments, etc.

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

                                  ARTICLE 10.
                                   GUARANTEES

Section 10.01     Guarantees.

         (a) If, pursuant to Section 2.02, provision is made for the Guarantee
of the Securities of a Series, then subject to this Article 10, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Security of such Series authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Securities of such Series or the
obligations of the Company hereunder or thereunder, that:

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



                                       38


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

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

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

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

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

Section 10.02     Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Securities, each Holder,
hereby confirms that it is the intention of all such parties that the Security
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Security Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Security Guarantee and this
Article 10 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Security Guarantee not constituting a fraudulent transfer or
conveyance.



                                       39


Section 10.03     Execution and Delivery of Security Guarantee.

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

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

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

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

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

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

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

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

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

         Except as set forth in Articles 4 and 5 hereof, nothing contained in
this Indenture or in any of the Securities will prevent any consolidation or
merger of a Guarantor with or into the Company or another




                                       40


Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.

Section 10.05     Releases Following Sale of Assets.

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

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

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01     Satisfaction and Discharge.

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

               (1) either:

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

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

               (2) no Default or Event of Default has occurred and is
         continuing on the date of such deposit or will occur as a result of
         such deposit and such deposit will not result in a breach or



                                       41


         violation of, or constitute a default under, any other instrument to
         which the Company is a party or by which the Company is bound;

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

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

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

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

Section 11.02     Application of Trust Money.

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

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

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

                                  ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01     Trust Indenture Act Controls.

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



                                       42


Section 12.02     Notices.

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

         If to the Company:

         Corrections Corporation of America
         10 Burton Hills Boulevard
         Nashville, Tennessee 37215
         Telecopier No.: (615) 263-3170
         Attention: Irving E. Lingo, Jr.

         With a copy to:

         Bass, Berry & Sims PLC
         AmSouth Center
         315 Deaderick Street, Suite 2700
         Nashville, Tennessee 37238-3001
         Telecopier No.: (615) 742-2709
         Attention: Howard Lamar

         If to the Trustee:
         U.S. Bank National Association
         Corporate Trust Services
         One Federal Street, 3rd Floor
         Boston, Massachusetts 02110
         Telecopier No.: (617) 603-6683
         Attention: George Davison, Jr.

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

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

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

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

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



                                       43


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

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

Section 12.04     Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 12.05     Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must 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, he or she
         has made such examination or investigation as is necessary to enable
         him or her to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

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

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

Section 12.06     Rules by Trustee and Agents.

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

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

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, will have any liability for any obligations
of the Company under the Securities, this




                                       44


Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 12.08     Governing Law.

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

Section 12.09     No Adverse Interpretation of Other Agreements.

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

Section 12.10     Successors.

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

Section 12.11     Severability.

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

Section 12.12     Counterpart Originals.

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

Section 12.13     Table of Contents, Headings, etc.

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


                         [Signatures on following pages]











                                       45


                                   SIGNATURES


Dated as of January 23, 2006

                                       CORRECTIONS CORPORATION OF AMERICA

                                       By /s/ John D. Ferguson
                                          -----------------------------------
                                       Name: John D. Ferguson
                                       Title: Chief Executive Officer


                                       GUARANTORS:

                                       CCA OF TENNESSEE, LLC
                                       PRISON REALTY MANAGEMENT, INC.
                                       TECHNICAL AND BUSINESS INSTITUTE OF
                                       AMERICA, INC.
                                       CCA INTERNATIONAL, INC.
                                       CCA PROPERTIES OF AMERICA, LLC
                                       CCA PROPERTIES OF ARIZONA, LLC
                                       CCA PROPERTIES OF TENNESSEE, LLC
                                       CCA WESTERN PROPERTIES, INC.

                                       By /s/ John D. Ferguson
                                          -----------------------------------
                                       Name: John D. Ferguson
                                       Title: Chief Executive Officer

                                       CCA PROPERTIES OF TEXAS, L.P.

                                       By /s/ John D. Ferguson
                                          -----------------------------------
                                       Name: John D. Ferguson
                                       Title: Chief Executive Officer, CCA
                                       Properties of America, LLC, as General
                                       Partner

                                       TRANSCOR AMERICA, LLC

                                       By /s/ Todd J. Mullenger
                                          -----------------------------------

                                       Name: Todd J. Mullenger
                                       Title: Vice President, Treasurer

                                         each as a Guarantor


                                       TRUSTEE:
                                       U.S. BANK NATIONAL ASSOCIATION

                                       By /s/ George Davidson, Jr.
                                          -----------------------------------

                                       Name: George Davidson, Jr.
                                       Title: Officer

                                                                     EXHIBIT 4.2

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

                       CORRECTIONS CORPORATION OF AMERICA

                     AND EACH OF THE GUARANTORS NAMED HEREIN

                                   ----------

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of January 23, 2006

                           6.75% SENIOR NOTES DUE 2014

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

                                   ----------

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



                             CROSS-REFERENCE TABLE*



Trust Indenture
  Act Section                                                                 Indenture Section
- ---------------                                                               -----------------
                                                                           
310(a)(1)..................................................................          7.10
   (a)(2)..................................................................          7.10
   (a)(3)..................................................................          N.A.
   (a)(4)..................................................................          N.A.
   (a)(5)..................................................................          7.10
   (b).....................................................................          7.10
   (c).....................................................................          N.A.
311(a).....................................................................          7.11
   (b).....................................................................          7.11
   (c).....................................................................          N.A.
312(a).....................................................................          2.05
   (b).....................................................................         12.03
   (c).....................................................................         12.03
313(a).....................................................................          7.06
   (b)(2)..................................................................       7.06; 7.07
   (c).....................................................................      7.06; 12.02
   (d).....................................................................          7.06
314(a).....................................................................   4.03; 12.02; 12.05
   (c)(1)..................................................................         12.04
   (c)(2)..................................................................         12.04
   (c)(3)..................................................................          N.A.
   (e).....................................................................         12.05
   (f).....................................................................          N.A.
315(a).....................................................................          7.01
   (b).....................................................................      7.05; 12.02
   (c).....................................................................          7.01
   (d).....................................................................          7.01
   (e).....................................................................          6.11
316(a) (last sentence).....................................................          2.09
   (a)(1)(A)...............................................................          6.05
   (a)(1)(B)...............................................................          6.04
   (a)(2)..................................................................          N.A.
   (b).....................................................................          6.07
   (c).....................................................................          2.12
317(a)(1)..................................................................          6.08
   (a)(2)..................................................................          6.09
   (b).....................................................................          2.04
318(a).....................................................................         12.01
   (b).....................................................................          N.A.
   (c).....................................................................         12.01


N.A. means not applicable.

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



                                TABLE OF CONTENTS



                                                                              Page
                                                                              ----
                                                                           
                                 ARTICLE 1
                       DEFINITIONS AND INCORPORATION
                                BY REFERENCE

Section 1.01     Definitions...............................................     1
Section 1.02     Other Definitions.........................................    21
Section 1.03     Incorporation by Reference of Trust Indenture Act.........    22
Section 1.04     Rules of Construction.....................................    22

                                 ARTICLE 2
                                 THE NOTES

Section 2.01     Form and Dating...........................................    22
Section 2.02     Execution and Authentication..............................    23
Section 2.03     Registrar and Paying Agent................................    23
Section 2.04     Paying Agent to Hold Money in Trust.......................    24
Section 2.05     Holder Lists..............................................    24
Section 2.06     Transfer and Exchange.....................................    24
Section 2.07     Replacement Notes.........................................    27
Section 2.08     Outstanding Notes.........................................    28
Section 2.09     Treasury Notes............................................    28
Section 2.10     Temporary Notes...........................................    28
Section 2.11     Cancellation..............................................    28
Section 2.12     Defaulted Interest........................................    29

                                 ARTICLE 3
                         REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee........................................    29
Section 3.02     Selection of Notes to Be Redeemed or Purchased............    29
Section 3.03     Notice of Redemption......................................    30
Section 3.04     Effect of Notice of Redemption............................    30
Section 3.05     Deposit of Redemption or Purchase Price...................    31
Section 3.06     Notes Redeemed or Purchased in Part.......................    31
Section 3.07     Optional Redemption.......................................    31
Section 3.08     Mandatory Redemption......................................    32
Section 3.09     Offer to Purchase by Application of Excess Proceeds.......    32

                                 ARTICLE 4
                                 COVENANTS

Section 4.01     Payment of Notes..........................................    33
Section 4.02     Maintenance of Office or Agency...........................    34
Section 4.03     Reports...................................................    34
Section 4.04     Compliance Certificate....................................    35
Section 4.05     Taxes.....................................................    36
Section 4.06     Stay, Extension and Usury Laws............................    36
Section 4.07     Changes in Covenants when Notes Rated Investment Grade....    36
Section 4.08     Restricted Payments.......................................    37
Section 4.09     Dividend and Other Payment Restrictions Affecting
                 Subsidiaries..............................................    40
Section 4.10     Incurrence of Indebtedness and Issuance of Preferred
                 Stock.....................................................    42






                                                                              Page
                                                                              ----
                                                                           
Section 4.11     Asset Sales...............................................    44
Section 4.12     Transactions with Affiliates..............................    46
Section 4.13     Liens.....................................................    47
Section 4.14     Business Activities.......................................    47
Section 4.15     Corporate Existence.......................................    47
Section 4.16     Offer to Repurchase Upon Change of Control................    47
Section 4.17     Limitation on Sale and Leaseback Transactions.............    49
Section 4.18     Payments for Consent......................................    49
Section 4.19     Additional Subsidiary Guarantees..........................    50
Section 4.20     Designation of Restricted and Unrestricted Subsidiaries...    50

                                 ARTICLE 5
                                 SUCCESSORS

Section 5.01     Merger, Consolidation, or Sale of Assets..................    50
Section 5.02     Successor Corporation Substituted.........................    51

                                 ARTICLE 6
                           DEFAULTS AND REMEDIES

Section 6.01     Events of Default.........................................    51
Section 6.02     Acceleration..............................................    53
Section 6.03     Other Remedies............................................    53
Section 6.04     Waiver of Past Defaults...................................    53
Section 6.05     Control by Majority.......................................    54
Section 6.06     Limitation on Suits.......................................    54
Section 6.07     Rights of Holders of Notes to Receive Payment.............    54
Section 6.08     Collection Suit by Trustee................................    54
Section 6.09     Trustee May File Proofs of Claim..........................    55
Section 6.10     Priorities................................................    55
Section 6.11     Undertaking for Costs.....................................    55

                                 ARTICLE 7
                                  TRUSTEE

Section 7.01     Duties of Trustee.........................................    56
Section 7.02     Rights of Trustee.........................................    57
Section 7.03     Individual Rights of Trustee..............................    57
Section 7.04     Trustee's Disclaimer......................................    58
Section 7.05     Notice of Defaults........................................    58
Section 7.06     Reports by Trustee to Holders of the Notes................    58
Section 7.07     Compensation and Indemnity................................    58
Section 7.08     Replacement of Trustee....................................    59
Section 7.09     Successor Trustee by Merger, etc..........................    60
Section 7.10     Eligibility; Disqualification.............................    60
Section 7.11     Preferential Collection of Claims Against Company.........    60

                                 ARTICLE 8
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance..    60
Section 8.02     Legal Defeasance and Discharge............................    61
Section 8.03     Covenant Defeasance.......................................    61
Section 8.04     Conditions to Legal or Covenant Defeasance................    62



                                       ii





                                                                              Page
                                                                              ----
                                                                           
Section 8.05     Deposited Money and Government Securities to be Held in
                 Trust; Other Miscellaneous Provisions.....................    63
Section 8.06     Repayment to Company......................................    63
Section 8.07     Reinstatement.............................................    63

                                 ARTICLE 9
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Notes.......................    64
Section 9.02     With Consent of Holders of Notes..........................    65
Section 9.03     Compliance with Trust Indenture Act.......................    66
Section 9.04     Revocation and Effect of Consents.........................    66
Section 9.05     Notation on or Exchange of Notes..........................    66
Section 9.06     Trustee to Sign Amendments, etc...........................    66

                                 ARTICLE 10
                           SUBSIDIARY GUARANTEES

Section 10.01.   Guarantee.................................................    67
Section 10.02    Limitation on Guarantor Liability.........................    68
Section 10.03    Execution and Delivery of Subsidiary Guarantee............    68
Section 10.04    Guarantors May Consolidate, etc., on Certain Terms........    68
Section 10.05    Releases Following Sale of Assets.........................    69

                                 ARTICLE 11
                         satisfaction and discharge

Section 11.01    Satisfaction and Discharge................................    70
Section 11.02    Application of Trust Money................................    71

                                 ARTICLE 12
                               MISCELLANEOUS

Section 12.01    Trust Indenture Act Controls..............................    71
Section 12.02    Notices...................................................    71
Section 12.03    Communication by Holders of Notes with Other Holders of
                 Notes.....................................................    72
Section 12.04    Certificate and Opinion as to Conditions Precedent........    72
Section 12.05    Statements Required in Certificate or Opinion.............    73
Section 12.06    Rules by Trustee and Agents...............................    73
Section 12.07    No Personal Liability of Directors, Officers, Employees
                 and Stockholders..........................................    73
Section 12.08    Governing Law.............................................    73
Section 12.09    No Adverse Interpretation of Other Agreements.............    74
Section 12.10    Successors................................................    74
Section 12.11    Severability..............................................    74
Section 12.12    Counterpart Originals.....................................    74
Section 12.13    Table of Contents, Headings, etc..........................    74


                                    EXHIBITS

Exhibit A   FORM OF NOTE
Exhibit B   FORM OF NOTATION OF GUARANTEE
Exhibit C   FORM OF SUPPLEMENTAL INDENTURE


                                       iii



     FIRST SUPPLEMENTAL INDENTURE dated as of January 23, 2006 among Corrections
Corporation of America, a Maryland corporation (the "Company"), the Guarantors
(as defined herein) and U.S. Bank National Association, as trustee (the
"Trustee").

     WHEREAS, the Company, the Guarantors and the Trustee have entered into a
Base Indenture, dated as of January 23, 2006 (the "Base Indenture" and, as
amended and supplemented by this First Supplemental Indenture, the "Indenture");

     WHEREAS, Sections 2.02 and 9.01 of the Base Indenture provide, among other
things, that the Company, the Guarantors and the Trustee may enter into a
supplemental indenture to the Base Indenture for, among other things, the
purpose of establishing the designation, form, terms and provisions of
Securities (as defined in the Base Indenture) of any Series (as defined in the
Base Indenture) as permitted by Sections 2.02 and 9.01 of the Base Indenture;

     WHEREAS, clause (5) of Section 9.01 of the Base Indenture provides that the
Company, the Guarantors and the Trustee may enter into a supplemental indenture
changing or eliminating any provision of the Base Indenture; provided, that any
such change shall become effective only when there is no Security Outstanding
(as defined in the Base Indenture);

     WHEREAS, at the time this First Supplemental Indenture is being executed
and delivered there are no Securities Outstanding;

     WHEREAS, the Company desires to establish and issue a new Series of the
Company's 6.75% Senior Notes due 2014 (the "Notes") pursuant to the Base
Indenture, as modified by this First Supplemental Indenture; and

     WHEREAS, the Company and the Guarantors desire to enter into a supplemental
indenture pursuant to Sections 2.01 and 9.01 of the Base Indenture to establish
the designation, form, terms and provisions of the Notes and to make deletions,
modifications and additions to the Base Indenture pertaining to the Notes, as
contemplated by Sections 2.02 and 9.01 of the Base Indenture;

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto, for
the benefit of each other and for the equal and proportionate benefit of all
Persons who hereafter become Holders (as defined herein) of Notes, hereby enter
into this First Supplemental Indenture, which amends, modifies, supplements and
restates (as applicable) the Base Indenture with respect to (and only with
respect to) the Notes, as follows:

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "Acquired Debt" means, with respect to any specified Person:

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


                                        1



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

     "Additional Notes" means any Notes (other than the Initial Notes) issued
under this Indenture in accordance with Sections 2.02 and 4.10 hereof, as part
of the same Series as the Initial Notes.

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

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

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

     "Asset Sale" means:

          (1) the sale, lease, conveyance or other disposition of any assets or
     rights of the Company and/or any Restricted Subsidiary, other than sales of
     inventory in the ordinary course of business consistent with past
     practices; provided that the sale, conveyance or other disposition of all
     or substantially all of the assets of the Company and its Restricted
     Subsidiaries taken as a whole will be governed by Sections 4.16 and 5.01
     hereof and not by the provisions of Section 4.11 hereof; and

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

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

          (1) any single transaction or series of related transactions that
     involves the sale of assets or the issuance or sale of Equity Interests of
     a Restricted Subsidiary having a fair market value of less than $10.0
     million;

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

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

          (4) the sale or lease of equipment, inventory, accounts receivable or
     other assets in the ordinary course of business;

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

          (6) a Permitted Investment or a Restricted Payment that is permitted
     by Section 4.08 hereof.


                                        2



     "Asset Swap" means an exchange of assets other than cash, Cash Equivalents
or Equity Interests of the Company or any Subsidiary by the Company or a
Restricted Subsidiary of the Company for:

          (1) one or more Permitted Businesses;

          (2) a controlling equity interest in any Person whose assets consist
     primarily of one or more Permitted Businesses; and/or

          (3) one or more real estate properties

     Attributable Debt" in respect of a Sale and Leaseback Transaction means, at
the time of determination, the present value of the obligation of the lessee for
net rental payments during the remaining term of the lease included in such Sale
and Leaseback Transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

     "Auction Rate Securities" means any debt instruments with a long-term
nominal maturity for which the interest rate is reset through a "dutch auction"
process with interest on such Auction Rate Securities being paid at the end of
each such auction period; provided, however, that such Auction Rate Securities
shall have, at the time of purchase, one of the two highest rating categories
obtainable from either Moody's or S&P.

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

     "Base Indenture" has the meaning set forth in the recitals hereto.

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

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation;

          (2) with respect to a partnership, the board of directors of the
     general partner of the partnership; and

          (3) with respect to any other Person, the board or committee of such
     Person serving a similar function.

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

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


                                        3



     "Capital Stock" means:

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

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

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

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

     "Cash Equivalents" means:

          (1) United States dollars;

          (2) Government Securities having maturities of not more than one year
     from the date of acquisition;

          (3) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P
     with maturities of 12 months or less from the date of acquisition;

          (4) Auction Rate Securities;

          (5) certificates of deposit and eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding one year and overnight bank
     deposits, in each case, with any lender party to the Old Credit Agreement
     or the New Credit Agreement or with any domestic commercial bank having
     capital and surplus in excess of $500.0 million and a Thomson Bank Watch
     Rating of "B" or better;

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

          (7) commercial paper having the highest rating obtainable from Moody's
     or S&P and in each case maturing within one year after the date of
     acquisition; and

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

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

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

          (2) the approval by the holders of the Voting Stock of the Company of
     a plan relating to the liquidation or dissolution of the Company or if no
     such approval is required the


                                        4



     adoption of a plan relating to the liquidation or dissolution of the
     Company by its Board of Directors;

          (3) the consummation of any transaction (including without limitation
     any merger or consolidation) the result of which is that any "person" (as
     that term is used in Section 13(d)(3) of the Exchange Act) becomes the
     Beneficial Owner, directly or indirectly, of more than 50% of the Voting
     Stock of the Company;

          (4) the Company consolidates with, or merges with or into, any Person,
     or any Person consolidated with, or merger with or into, the Company, in
     any such event pursuant to a transaction in which any of the outstanding
     Voting Stock of the Company or such other Person is converted into or
     exchanged for cash, securities or other property, other than any such
     transaction where the Voting Stock of the Company outstanding immediately
     prior to such transaction is converted into or exchanged for Voting Stock
     (other than Disqualified Stock) of the surviving or transferee Person
     constituting a 45% or more of the outstanding shares of such Voting Stock
     of such surviving or transferee Person (immediately after giving effect to
     such issuance); or

          (5) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Company" means Corrections Corporation of America, a Maryland corporation,
and any and all successors thereto.

     "Consolidated Cash Flow" means with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period, plus:

          (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale, to the extent such losses were deducted in computing
     such Consolidated Net Income; plus

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

          (3) consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of
     all payments associated with Capital Lease Obligations, imputed interest
     with respect to Attributable Debt, commissions, discounts and other fees
     and charges incurred in respect of letter of credit or bankers' acceptance
     financings, and net of the effect of all payments made or received pursuant
     to Hedging Obligations), to the extent that any such expense was deducted
     in computing such Consolidated Net Income; plus

          (4) depreciation, amortization (including amortization of intangibles
     but excluding amortization of prepaid cash expenses that were paid in a
     prior period) and other non-cash expenses (excluding any such non-cash
     expense to the extent that it represents an accrual of or reserve for cash
     expenses in any future period or amortization of a prepaid cash expense
     that was paid in a prior period) of such Person and its Restricted
     Subsidiaries for such period to the extent that such depreciation,
     amortization and other non-cash expenses were deducted in computing such
     Consolidated Net Income; minus


                                        5



          (5) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business,

     in each case, on a consolidated basis and determined in accordance with
     GAAP.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (1) the Net Income (but not loss) of any Person that is not a
     Restricted Subsidiary or that is accounted for by the equity method of
     accounting will be included only to the extent of the amount of dividends
     or distributions paid in cash to the specified Person or Restricted
     Subsidiary of the Person;

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

          (3) the Net Income of any Person acquired in a pooling of interests
     transaction for any period prior to the date of such acquisition will be
     excluded;

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

          (5) the Net Income or loss of any Unrestricted Subsidiary will be
     excluded, whether or not distributed to the specified Person or one of its
     Subsidiaries.

     "Consolidated Tangible Assets" means the total assets, less goodwill and
other intangibles, shown on the Company's most recent consolidated balance
sheet, determined on a consolidated basis in accordance with GAAP less all
write-ups (other than write-ups in connection with acquisitions) subsequent to
the date of this Indenture in the book value of any asset (except any such
intangible assets) owned by the Company or any of the Company's Restricted
Subsidiaries.

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

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

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

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

     "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Old Credit Agreement and the New Credit Agreement) or commercial
paper facilities, in each case with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow


                                        6



from such lenders against such receivables) or letters of credit, in each case,
as amended (and/or amended and restated), restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

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

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

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

     "Designated Assets" means those correctional facilities owned by the
Company that are located in San Diego, California; Walsenburg, Colorado;
Nichols, Georgia; Alamo, Georgia; Tutweiler, Mississippi; Shelby, Montana;
Cushing, Oklahoma; Holdenville, Oklahoma; Memphis, Tennessee; Washington, D.C.;
and Whiteville, Tennessee and such other correctional facilities acquired by the
Company after March 8, 2005, in each case so long as, and to the extent that,
the Company or a Restricted Subsidiary has granted an option to purchase such
facility (or provided for the reversion of the Company's ownership interest in
all or a portion of such facility) pursuant to a Designated Asset Contract.

     "Designated Asset Contract" means each of the following contracts pursuant
to which the Company has granted (a) an option to purchase a Designated Asset
for the Designated Asset Value or (b) a right of reversion of all or a portion
of the Company's ownership in such Designated Assets, in each case as in effect
on the date of this Indenture: Standard Form Lease Agreement, East Mesa
Detention Facility, dated October 30, 1997, between the County of San Diego and
the Company; Lease Agreement, dated April 30, 1996, between Huerfano County and
the Company; Request for Proposal Number 0467-019-955259 Issues on Behalf of the
Georgia Department of Corrections re: Bid of Private Prisons in Coffee and
Wheeler Counties; Contract No. 467-019-955259-1, dated July 24, 1996, between
the Georgia Department of Corrections and the Company; Contract No.
467-019-955259-2, dated July 24, 1996, between the Georgia Department of
Corrections and the Company; Agreement, dated October 6, 1998, between the
Tallahatchie County Correctional Authority and the Company, as amended by that
certain Amendment No. 1 to Agreement dated May 18, 2000, between the
Tallahatchie County Correctional Authority and the Company; Contract for
Facility Development -- Design, Build, dated July 22, 1998, between the Montana
Department of Corrections and the Company; Contractual Agreement, dated July 1,
1997, between the State of Oklahoma Department of Corrections and the Company;
Correctional Services Contract, dated July 1, 1998, between the State of
Oklahoma Department of Corrections and the Company; Lease Agreement, dated April
15, 1985, between the County of Shelby and the Company; Contract, dated February
25, 1986, between the Tennessee Department of Finance and Administration and the
Company; Lease Agreement, dated January 1997, between the District of Columbia
and the Company; Incarceration Agreement, dated October 23, 2002, between the
State of Tennessee, Department of Correction and Hardeman County, Tennessee and
the related Contract for the Lease of Whiteville Correctional Facility, dated
October 9, 2002, between Hardeman County, Tennessee and the Company;


                                        7



and any contract entered into after March 8, 2005 under which the Company has
granted (a) an option to purchase a Designated Asset for the Designated Asset
Value or (b) a right of reversion of all or a portion of the Company's ownership
in such Designated Assets; provided, however, that such contract is entered into
in the ordinary course of business, is consistent with past practices and is
preceded by a resolution of the Board of Directors of the Company set forth in
an Officers' Certificate certifying that such contract has been approved by a
majority of the members of the Board of Directors and the option to purchase or
right to reversion in such contract is on terms the Board of Directors has
determined to be reasonable and in the best interest of the Company.

     "Designated Asset Value" means the aggregate consideration specified in a
Designated Asset Contract to be received by the Company upon the exercise of an
option to acquire a Designated Asset pursuant to the terms of a Designated Asset
Contract.

     "Designated Non-Cash Consideration" means the fair market value of total
consideration received by the Company or any of the Company's Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-Cash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, executed by the Company's principal executive
Officer or principal financial Officer, less the amount of cash or Cash
Equivalents received in connection with the Asset Sale; provided, however, that
if the Designated Non-Cash Consideration is in the form of Indebtedness the
total amount of such Designated Non-Cash Consideration outstanding at one time
shall not exceed the greater of $15.0 million and 2.5% of Consolidated Tangible
Assets.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.08 hereof.

     "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
(but not the laws of Puerto Rico) or the District of Columbia or that guarantees
or otherwise provides direct credit support for any Indebtedness of the Company.

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

     "Equity Offering" means an offering by a Person of its shares of Equity
Interests (other than Disqualified Stock) however designated and whether voting
or non-voting, and any and all rights, warrants or options to acquire such
Equity Interests (other than Disqualified Stock).

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

     "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Old Credit Agreement)
in existence on the date of this Indenture, until such amounts are repaid.


                                        8



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

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

          (1) acquisitions that have been made by the specified Person or any of
     its Restricted Subsidiaries, including through mergers or consolidations
     and including any related financing transactions, during the four-quarter
     reference period or subsequent to such reference period and on or prior to
     the Calculation Date will be given pro forma effect as if they had occurred
     on the first day of the four-quarter reference period and Consolidated Cash
     Flow for such reference period will be calculated without giving effect to
     clause (3) of the proviso set forth in the definition of Consolidated Net
     Income;

          (2) the Consolidated Cash Flow attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses disposed of prior to the Calculation Date, will be excluded; and

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

     For purposes of making the computations referred to above, the pro forma
change in Consolidated Cash Flow projected by the Company in good faith as a
result of reasonably identifiable and factually supportable cost savings and
costs, as the case may be, expected to be realized during the consecutive
four-quarter period commencing after such acquisition or transaction (the
"Savings Period") will be included in such calculation for any reference period
that includes any of the Savings Period; provided that any such pro forma change
to such Consolidated Cash Flow will be without duplication for cost savings and
costs actually realized and already included in such Consolidated Cash Flow. If
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) will have made any Investment,
acquisition, disposition, merger, consolidation or discontinued operation that
would have required adjustment pursuant to this definition, then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect thereto for
such period as if such Investment, acquisition, disposition, merger,
consolidation or discontinued operation had occurred at the beginning of the
applicable four-quarter period.

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


                                        9



          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, the interest component of any deferred
     payment obligations, the interest component of all payments associated with
     Capital Lease Obligations, imputed interest with respect to Attributable
     Debt, commissions, discounts and other fees and charges incurred in respect
     of letters of credit or bankers' acceptance financings, and net of the
     effect of all payments made or received pursuant to Hedging Obligations,
     but excluding amortization of debt issuance costs and original issue
     discount and other non-cash interest payments; plus

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

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

          (4) the product of (a) all dividends, whether paid or accrued and
     whether or not in cash, on any series of preferred stock of such Person or
     any of its Restricted Subsidiaries, other than (i) dividends on Equity
     Interests payable in Equity Interests of the Company (other than
     Disqualified Stock) or (ii) dividends to the Company or a Restricted
     Subsidiary of the Company, times (b) a fraction, the numerator of which is
     one and the denominator of which is one minus the then current combined
     federal, state and local effective cash tax rate of such Person, expressed
     as a decimal, in each case, on a consolidated basis and in accordance with
     GAAP.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession as amended and/or modified from time to time.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

     "Global Notes" means, individually and collectively, each of the Global
Notes, substantially in the form of Exhibit A hereto, issued in accordance with
Section 2.01 hereof.

     "Government Securities" means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities).

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, but not any Indebtedness of the
Company under the Forward Delivery Deficits Agreement, dated as of September 25,
1997, by and between the Company and Wachovia Bank, National Association
(formerly known as "First Union National Bank"), as trustee, or under the Debt
Service Deficits Agreement, dated as of January 1, 1997, by and between the
Company and Hardeman County Correctional Facilities Corporation, each as in
effect on the date of this Indenture, provided that and for so long as such
Indebtedness is not required to be classified as debt of the Company or any
Restricted Subsidiary pursuant to GAAP.


                                       10



     "Guarantors" means each of:

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

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

     and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements; and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates.

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

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

          (1) in respect of borrowed money;

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

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

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

          (6) representing any Hedging Obligations,

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

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

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

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


                                       11



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

     "Indenture" means the Base Indenture, as amended and supplemented by this
First Supplemental Indenture and one or more supplemental indentures thereto
applicable to the Notes, if any.

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

     "Initial Notes" means the first $150.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

     "Investments" means with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP and include the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If the
Company or any Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.08 hereof. The
acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person shall be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the fair
market value of the Investment held by the acquired Person in such third Person
in an amount determined as provided in the final paragraph of Section 4.08
hereof.

     "Issue Date" means January 23, 2006.

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

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

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

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


                                       12



          (1) any gain or loss, together with any related provision for taxes on
     such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
     the disposition of any securities by such Person or any of its Restricted
     Subsidiaries or the extinguishment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries;

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

          (3) any loss resulting from impairment of goodwill recorded on the
     consolidated financial statement of a Person pursuant to SFAS No. 142
     "Goodwill and Other Intangible Assets";

          (4) any loss resulting from the change in fair value of a derivative
     financial instrument pursuant to SFAS No. 133 "Accounting for Derivative
     Instruments and Hedging Activities"; and

          (5) amortization of debt issuance costs.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration, including Designated Non-Cash
Consideration received in any Asset Sale and deemed to be cash pursuant to and
in compliance with Section 4.11 hereof), net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result of the Asset Sale, taxes paid or payable as a result of the Asset Sale,
in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Indebtedness under a Credit Facility,
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.

     "New Credit Agreement" means the credit agreement that the Company intends
to enter into with Wachovia Bank, National Association, as administrative agent,
and certain lenders and other parties thereto, and any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, with the same or different lenders (including, without limitation,
any amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

     "Non-Recourse Debt" means Indebtedness:

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

          (2) no default with respect to which (including any rights that the
     holders of the Indebtedness may have to take enforcement action against an
     Unrestricted Subsidiary) would permit upon notice, lapse of time or both
     any holder of any other Indebtedness of the Company or


                                       13



     any of its Restricted Subsidiaries to declare a default on such other
     Indebtedness or cause the payment of the Indebtedness 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 stock or assets of the Company or any of
     its Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

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

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

     "Old Credit Agreement" means that certain Third Amended and Restated Credit
Agreement dated May 3, 2002, by and among the Company and Lehman Commercial
Paper Inc., and other parties thereto, as amended and restated from time to
time, including that certain Seventh Amendment and Consent to Third Amended and
Restated Credit Agreement, dated March 8, 2005, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, with the same or different lenders (including, without limitation,
any amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

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

     "Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

     "Permitted Business" means the business conducted by the Company and its
Restricted Subsidiaries on the date of this Indenture and businesses reasonably
related thereto or ancillary or incidental thereto or a reasonable extension
thereof, including the privatization of governmental services.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary of the
     Company;


                                       14



          (2) any Investment in cash or Cash Equivalents;

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

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

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

          (4) any Investment made as a result of the receipt of non-cash
     consideration (including Designated Non-Cash Consideration) from an Asset
     Sale that was made pursuant to and in compliance with Section 4.11 hereof;

          (5) any acquisition of assets solely in exchange for the issuance of
     Equity Interests (other than Disqualified Stock) of the Company;

          (6) any Investments received in compromise of obligations of such
     persons incurred in the ordinary course of trade creditors or customers
     that were incurred in the ordinary course of business, including pursuant
     to any plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of any trade creditor or customer;

          (7) Hedging Obligations;

          (8) other Investments in any other Person having an aggregate fair
     market value (measured on the date each such Investment was made and
     without giving effect to subsequent changes in value), when taken together
     with all other Investments made pursuant to this clause (8) not to exceed
     $35.0 million;

          (9) payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     for accounting purposes and that are made in the ordinary course of
     business;

          (10) loans or advances to employees made in the ordinary course of
     business of the Company or any Restricted Subsidiary not to exceed $5.0
     million outstanding at any one time for all loans or advances under this
     clause (10);

          (11) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Company or any
     Restricted Subsidiary or in satisfaction of judgments or pursuant to any
     plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of a debtor;

          (12) Investments in existence on the date of this Indenture;

          (13) Guarantees issued in accordance with Section 4.10 hereof;

          (14) Investments that are made with Equity Interests of the Company
     (other than Disqualified Stock of the Company);


                                       15



          (15) any Investment by the Company or any Restricted Subsidiary of the
     Company in a joint venture in a Permitted Business not to exceed $15.0
     million outstanding at any one time; and;

          (16) any Investment in any Person that is not at the time of such
     Investment, or does not thereby become, a Restricted Subsidiary in an
     aggregate amount (measured on the date such Investment was made and without
     giving effect to subsequent changes in value), when taken together with all
     other Investments made pursuant to this clause (16) since the date of first
     issuance of the Notes (but, to the extent that any Investment made pursuant
     to this clause (16) since the date of first issuance of the Notes is sold
     or otherwise liquidated for cash, minus the lesser of (a) the cash return
     of capital with respect to such Investment (less the cost of disposition,
     if any) and (b) the initial amount of such Investment) not to exceed 10% of
     Consolidated Tangible Assets; provided that, the Company or a Restricted
     Subsidiary of the Company has entered, or concurrently with any such
     Investment, enters into a long-term lease or management contract with
     respect to assets of such Person that are used or useful in a Permitted
     Business.

     "Permitted Liens" means:

          (1) Liens on real or personal property of the Company and any
     Guarantor securing Indebtedness and other Obligations under Credit
     Facilities that were permitted by the terms of this Indenture to be
     incurred;

          (2) Liens in favor of the Company or the Guarantors;

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

          (4) Liens on property existing at the time of acquisition of the
     property by the Company or any Restricted Subsidiary of the Company,
     provided that such Liens were in existence prior to the contemplation of
     such acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by clause (4) of Section 4.10(b) hereof covering only the assets
     acquired with such Indebtedness;

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

          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded,
     provided that any reserve or other appropriate provision as is required in
     conformity with GAAP has been made therefor;

          (9) Liens securing Permitted Refinancing Indebtedness; provided that
     any such Lien does not extend to or cover any property, Capital Stock or
     Indebtedness other than the property, shares or debt securing the
     Indebtedness so refunded, refinanced or extended;


                                       16



          (10) Attachment or judgment Liens not giving rise to a Default or an
     Event of Default;

          (11) Liens on the Capital Stock of Unrestricted Subsidiaries;

          (12) Liens incurred in the ordinary course of business of the Company
     or any Subsidiary of the Company with respect to obligations that do not
     exceed $15.0 million at any one time outstanding;

          (13) pledges or deposits under workmen's compensation laws,
     unemployment insurance laws or similar legislation, or good faith deposits
     in connection with bids, tenders, contracts (other than for the payment of
     Indebtedness) or leases to which the Company or any Restricted Subsidiary
     is a party, or deposits to secure public or statutory obligations of the
     Company or any Restricted Subsidiary or deposits or cash or Government
     Securities to secure surety or appeal bonds to which the Company or any
     Restricted Subsidiary is a party, or deposits as security for contested
     taxes or import or customs duties or for the payment of rent, in each case
     incurred in the ordinary course of business;

          (14) Liens imposed by law, including carriers', warehousemen's and
     mechanics' Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings if a reserve or other appropriate
     provisions, if any, as shall be required by GAAP shall have been made in
     respect thereof;

          (15) encumbrances, easements or reservations of, or rights of others
     for, licenses, rights of way, sewers, electric lines, telegraph and
     telephone lines and other similar purposes, or zoning or other restrictions
     as to the use of real properties or liens incidental to the conduct of the
     business of the Company or a Restricted Subsidiary or to the ownership of
     its properties which do not in the aggregate materially adversely affect
     the value of said properties or materially impair their use in the
     operation of the business of the Company or such Restricted Subsidiary;

          (16) Liens securing Hedging Obligations so long as the related
     Indebtedness was incurred in compliance with Section 4.10 hereof;

          (17) leases and subleases of real property which do not materially
     interfere with the ordinary conduct of the business of the Company or any
     of its Restricted Subsidiaries; and

          (18) normal customary rights of setoff upon deposits of cash in favor
     of banks or other depository institutions.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in repayment of, exchange for, or
the net proceeds of which are used to extend, refinance, renew, replace, repay,
defease or refund other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness and Disqualified Stock of the
Company or a Restricted Subsidiary); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, refinanced,
     renewed, replaced, repaid, defeased or refunded (plus all accrued interest
     on the Indebtedness and the amount of all expenses and premiums incurred in
     connection therewith);


                                       17



          (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or greater than the Weighted Average Life to Maturity of,
     the Indebtedness being extended, refinanced, renewed, replaced, repaid,
     defeased or refunded;

          (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     repaid defeased or refunded is subordinated in right of payment to the
     Notes, such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and is subordinated in right of
     payment to, the Notes on terms at least as favorable to the Holders of
     Notes as those contained in the documentation governing the Indebtedness
     being extended, refinanced, renewed, replaced, repaid, defeased or
     refunded; and

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

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

     "PMI Notes" means those certain 4.0% convertible subordinated notes due
February 28, 2005 issued pursuant to that certain Note Purchase Agreement, dated
as of December 31, 1998, as amended on June 30, 2000, March 5, 2001 and April
28, 2003, between the Company and PMI Mezzanine Fund, L.P.

     "Prospectus Supplement" means the Prospectus Supplement, dated January 18,
2006, related to the issuance and sale of the Notes.

     "Qualified Trust" means a trust or other special purpose vehicle formed for
the sole purpose of, and which is limited by its charter or other organizational
documents to conduct no business other than, issuing Qualified Trust Preferred
Stock and lending the proceeds from such issuance to the Company.

     "Qualified Trust Indebtedness" means Indebtedness of the Company or a
Restricted Subsidiary to a Qualified Trust (a) in an aggregate principal amount
not exceeding the amount of funds raised by such trust from the issuance of
Qualified Trust Preferred Stock and (b) that by its terms (or by the terms of
any security into which it is convertible, or for which it is exchangeable, in
each case at the option of the Qualified Trust or the holder of any Qualified
Trust Preferred Stock), or upon the happening of any event, does not mature and
is not mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the Qualified Trust or any holder of
the Qualified Trust Preferred Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature; provided that
such Qualified Trust Indebtedness may be redeemed pursuant to its terms upon a
change of control of the Company if the terms of such Qualified Trust
Indebtedness (a) define a "change of control" in a manner that is not more
expansive than the definition contained in this Indenture and (b) explicitly
provide that no payment shall be made with respect to such indebtedness upon a
change of control unless and until the Company has complied with Section 4.16
hereof and purchases all Notes properly tendered and not withdrawn pursuant to a
Change of Control Offer to the extent required by this Indenture.

     "Qualified Trust Preferred Stock" means a preferred stock or preferred
interest in a Qualified Trust the net proceeds from the issuance of which are
used to finance Qualified Trust Indebtedness and that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Qualified Trust
Preferred Stock), or upon the happening of any event, does not mature and is not
mandatorily redeemable, pursuant to a sinking fund


                                       18



obligation or otherwise, or redeemable at the option of the holder of the
Qualified Trust Preferred Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature.

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

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

     "Restricted Subsidiary" of the Company means any Subsidiary of the Company
that is not an Unrestricted Subsidiary.

     "S&P" means Standard & Poor's Ratings Group.

     "Sale and Leaseback Transaction" means any direct or indirect arrangement
relating to property now owned or hereafter acquired by the Company or a
Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers
such property to another Person and the Company or a Restricted Subsidiary
leases it from such Person other than a lease properly characterized pursuant to
GAAP as a capital lease obligation.

     "SEC" means the Securities and Exchange Commission.

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

     "Series A Preferred Stock" means the 8% Series A Cumulative Preferred Stock
of the Company described in the Company's Amended and Restated Charter.

     "Series B Preferred Stock" means the Series B Cumulative Convertible
Preferred Stock of the Company described in the Company's Amended and Restated
Charter.

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

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

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

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


                                       19



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

     "Subsidiary Guarantee" means, individually, any Guarantee of payment of the
Notes by a Guarantor pursuant to the terms of the Indenture, and, collectively,
all such Guarantees.

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

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

     "Unoccupied Facility" means any prison facility owned by the Company or a
Restricted Subsidiary which for the twelve month period ending on the date of
measurement has had an average occupancy level of less than 15%.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Debt;

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

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

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of its Restricted
     Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.08 hereof. If, at any time,
any Unrestricted Subsidiary would fail 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 such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.10 hereof, the Company shall be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under Section 4.10 hereof, calculated on a pro forma
basis as if such


                                       20



designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

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

     "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

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

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, or liquidation preference, as the case may
     be, including payment at final maturity, in respect of the Indebtedness, 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 aggregate principal amount or liquidation
     preference, as the case may be, of such Indebtedness.

Section 1.02 Other Definitions.



                                      Defined in
Term                                    Section
- ----                                  ----------
                                   
"Affiliate Transaction"............      4.12
"Asset Sale Offer".................      3.09
"Authentication Order".............      2.02
"Change of Control Offer"..........      4.16
"Change of Control Payment"........      4.16
"Change of Control Payment Date"...      4.16
"Covenant Defeasance"..............      8.03
"DTC"..............................      2.03
"Event of Default".................      6.01
"Excess Proceeds"..................      4.11
"Fall Away Covenants"..............      4.07
"incur"............................      4.10
"Legal Defeasance".................      8.02
"Offer Amount".....................      3.09
"Offer Period".....................      3.09
"Paying Agent".....................      2.03
"Permitted Debt"...................      4.10
"Purchase Date"....................      3.09
"Registrar"........................      2.03
"Restricted Payments"..............      4.08



                                       21



Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

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

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

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

                                    ARTICLE 2
                                    THE NOTES

Section 2.01 Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication will
be substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
will be dated the date of its authentication. The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


                                       22



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

     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

Section 2.02 Execution and Authentication.

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

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

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

     The Trustee will, upon receipt of a written order of the Company signed by
an Officers (an "Authentication Order"), authenticate Notes for original issue.

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

Section 2.03 Registrar and Paying Agent.

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

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


                                       23



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

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

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

Section 2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

          (1) the Company delivers to the Trustee notice from the Depositary
     that it is unwilling or unable to continue to act as Depositary or that it
     is no longer a clearing agency registered under the Exchange Act and, in
     either case, a successor Depositary is not appointed by the Company within
     120 days after the date of such notice from the Depositary; or

          (2) the Company in its sole discretion determines that the Global
     Notes (in whole but not in part) should be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee.

     Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


                                       24



     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Transfers of beneficial interests in
the Global Notes also will require compliance with subparagraph (1) below, as
well as one or more of the other following subparagraphs, as applicable.

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in a Global Note may be transferred to Persons who
     take delivery thereof in the form of a beneficial interest in a Global
     Note. No written orders or instructions shall be required to be delivered
     to the Registrar to effect the transfers described in this Section
     2.06(b)(1).

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If
any holder of a beneficial interest in a Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then the Trustee will cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(g)
hereof, and the Company will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c) will be registered in such
name or names and in such authorized denomination or denominations as the holder
of such beneficial interest requests through instructions to the Registrar from
or through the Depositary and the Participant or Indirect Participant. The
Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A
Holder of Definitive Note may exchange such Note for a beneficial interest in a
Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee will cancel
the applicable Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Global Notes. If any such exchange or
transfer from a Definitive Note to a beneficial interest is effected pursuant to
this paragraph at a time when a Global Note has not yet been issued, the Company
will issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee will authenticate one or more Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes
so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e). A Holder of Definitive Notes may transfer such Notes to a Person who
takes delivery thereof in the form of a Definitive Note. Upon receipt of a
request to register such a transfer, the Registrar shall register the Definitive
Notes pursuant to the instructions from the Holder thereof

     (f) Legends. Each Global Note will bear a legend in substantially the
following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER


                                       25



ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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."

     (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (h) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Company
     will execute and the Trustee will authenticate Global Notes and Definitive
     Notes upon receipt of an Authentication Order in accordance with Section
     2.02 hereof or at the Registrar's request.

          (2) No service charge will be made to a Holder of a Global Note or to
     a Holder of a Definitive Note for any registration of transfer or exchange,
     but the Company may require payment of a sum sufficient to cover any
     transfer tax or similar governmental charge payable in connection therewith
     (other than any such transfer taxes or similar governmental charge payable
     upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.16
     and 9.05 hereof).


                                       26



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

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

          (5) The Company will not be required:

               (A) to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption or purchase
          under Section 3.02 hereof and ending at the close of business on the
          day of selection;

               (B) to register the transfer of or to exchange any Note selected
          for redemption or purchase in whole or in part, except the unredeemed
          portion of any Note being redeemed in part; or

               (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

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

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

          (8) All certifications, certificates and Opinions of Counsel required
     to be submitted to the Registrar pursuant to this Section 2.06 to effect a
     registration of transfer or exchange may be submitted by facsimile.

          (9) The Trustee shall have no obligation or duty to monitor, determine
     or inquire as to compliance with any restriction on transfer imposed under
     this Indenture or under applicable law with respect to any transfer of any
     interest in any Note (including transfers between or among beneficial
     owners of interests in any Global Note) other than to require delivery of
     such certificates and other documentation or evidence as are expressly
     required by, and to do so if and when expressly required by the terms of,
     this Indenture, and to examine the same to determine substantial compliance
     as to form with the express requirements hereof.

Section 2.07 Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an affidavit of
loss and an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to


                                       27



protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

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

Section 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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

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

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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer,


                                       28



exchange or payment. The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all
canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

Section 2.12 Defaulted Interest.

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

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

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

          (1)  the clause of this Indenture pursuant to which the redemption
               shall occur;

          (2)  the redemption date;

          (3)  the principal amount of Notes to be redeemed; and

          (4)  the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase on a pro rata basis unless otherwise required by law or applicable
stock exchange requirements.

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

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $2,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of
a Holder are to be


                                       29



redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 of this Indenture.

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

          (1)  the redemption date;

          (2)  the redemption price;

          (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 upon surrender of such Note, a new Note or Notes
               in principal amount equal to the unredeemed portion will be
               issued upon cancellation of the original Note;

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

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

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

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

Section 3.04 Effect of Notice of Redemption.

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


                                       30



Section 3.05 Deposit of Redemption or Purchase Price.

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

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

Section 3.06 Notes Redeemed or Purchased in Part.

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

Section 3.07 Optional Redemption.

     (a) At any time on or prior to January 31, 2009, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of
outstanding Notes issued under this Indenture at a redemption price of par plus
the stated interest rate, or 106.750% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date, with the net cash proceeds
of one or more Equity Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes originally
     issued under this Indenture remains outstanding immediately after the
     occurrence of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

          (2) the redemption occurs within 90 days of the date of the closing of
     such Equity Offering.

     (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to January 31, 2010.

     (c) Beginning January 31, 2010, the Company may, at its option, redeem all
or a part of the Notes upon not less than 30 nor more than 60 days' notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest on the Notes redeemed, to the applicable
redemption date, if redeemed during the twelve-month period beginning on January
31 of the years indicated below:


                                       31





Year                                                            Percentage
- ----                                                            ----------
                                                             
2010.........................................................    103.3750%
2011.........................................................    101.6875%
2012 and thereafter..........................................    100.0000%


Section 3.08 Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it shall follow the procedures specified below and in Section 4.11 hereof.

     The Asset Sale Offer shall be made to all Holders and, at the Company's
option, all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets. The Asset
Sale Offer shall remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

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

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

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.11 hereof and the length of time the Asset Sale Offer
     will remain open;

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

          (3) that any Note not tendered or accepted for payment will continue
     to accrue interest;

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

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


                                       32



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

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

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

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

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

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

                                    ARTICLE 4
                                    COVENANTS

Section 4.01 Payment of Notes.

     The Company will pay or cause to be paid the principal of, premium, if any,
and interest on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest will be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. If the Company or Subsidiary
is acting as Paying Agent, the Company shall, prior to 10:00 a.m.


                                       33



New York City time on the due date, segregate and hold in trust U.S. Legal
Tender sufficient to make payments of principal, premium and interest due on
such date

     The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful. Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.

Section 4.02 Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee, being U.S.
Bank National Association, located at 100 Wall Street, Suite 1600, New York, New
York 10005, or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company fails to maintain any such required office or
agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

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

Section 4.03 Reports.

     (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Company will furnish to the Holders of Notes, within 5 days of
the time periods specified in the SEC's rules and regulations:

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

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

     In addition, whether or not required by the SEC, the Company will 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


                                       34



the time periods specified in the SEC's rules and regulations (unless the SEC
will not accept such a filing) and make such information available to
prospective investors upon request. The Company will at all times comply with
TIA Section 314(a).

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

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

     (c) For so long as any Notes remain outstanding, the Company and the
Guarantors will furnish to the Holders and to prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act, if any such information is required to be delivered.

Section 4.04 Compliance Certificate.

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

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that a Default or Event of
Default under this Indenture has occurred insofar as they relate to accounting
matters or the Company has violated any provisions of Article 4 or Article 5
hereof or, if any such violation has occurred, specifying the nature and period
of existence thereof, it being understood that


                                       35



such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

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

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Changes in Covenants when Notes Rated Investment Grade

     If on any date following the date of this Indenture:

          (1) the Notes are rated Baa3 or better by Moody's or BBB- or better by
     S&P (or, if either such entity ceases to rate the Notes for reasons outside
     of the control of the Company, the equivalent investment grade credit
     rating from any other "nationally recognized statistical rating
     organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
     Exchange Act selected by the Company as a replacement agency); and

          (2) no Default or Event of Default shall have occurred and be
     continuing,

then, beginning on that day and continuing at all times thereafter regardless of
any subsequent changes in the rating of the Notes, the covenants specifically
described under the following captions in this Indenture (the "Fall Away
Covenants") will no longer be applicable to the Notes:

          (1)  "Section 4.08;"

          (2)  "Section 4.09;"

          (3)  "Section 4.10;"

          (4)  "Section 4.11;"

          (5)  "Section 4.12;"


                                       36



          (6)  clauses (1)(a) and (3) of Section 4.17 hereof;

          (7)  "Section 4.20;" and

          (8)  clause (4) of Section 5.01 hereof.

Section 4.08 Restricted Payments.

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

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

          (2) purchase, redeem or otherwise acquire or retire for value
     (including without limitation, in connection with any merger or
     consolidation involving the Company) any Equity Interests of the Company;

          (3) make any payment on or with respect to, or purchase, redeem,
     defease or otherwise acquire or retire for value any Indebtedness that is
     expressly subordinated to the Notes or the Subsidiary Guarantees, except a
     payment of interest or principal at the Stated Maturity thereof or a
     payment of principal or interest on Indebtedness owed to the Company or any
     of its Restricted Subsidiaries; or

          (4) make any Restricted Investment (all such payments and other
     actions set forth in these clauses (1) through (4) above being collectively
     referred to as "Restricted Payments"),

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

          (1) no Default or Event of Default has occurred and is continuing or
     would occur as a consequence of such Restricted Payment;

          (2) the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) hereof;
     and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after May 3, 2002 (excluding Restricted Payments permitted by
     clauses (2), (3), (4), (5), (7), (8) and (9) of clause (b) of this Section
     4.08), is less than the sum, without duplication of:

               (A) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) from the beginning of the
          first fiscal quarter commencing after May 3, 2002 to the end of the
          Company's most recently ended fiscal


                                       37



          quarter for which internal financial statements are available at the
          time of such Restricted Payment (or, if such Consolidated Net Income
          for such period is a deficit, less 100% of such deficit); plus

               (B) 100% of the aggregate net cash proceeds received by the
          Company (including the fair market value of any Permitted Business or
          assets used or useful in a Permitted Business to the extent acquired
          in consideration of Equity Interests of the Company (other than
          Disqualified Stock)) since May 3, 2002 as a contribution to its common
          equity capital or from the issue or sale of Equity Interests of the
          Company (other than Disqualified Stock) or from the issue or sale of
          convertible or exchangeable Disqualified Stock or convertible or
          exchangeable debt securities of the Company that have been converted
          into or exchanged for such Equity Interests (other than Equity
          Interests (or Disqualified Stock or debt securities) sold to a
          Subsidiary of the Company); plus

               (C) to the extent that any Restricted Investment (other than a
          Restricted Investment permitted by clause (b)(5) of this Section 4.08)
          that was made after May 3, 2002 is sold for cash or otherwise
          liquidated or repaid for cash, the lesser of (i) the cash return of
          capital with respect to such Restricted Investment (less the cost of
          disposition, if any) and (ii) the initial amount of such Restricted
          Investment; plus

               (D) to the extent that any Unrestricted Subsidiary of the Company
          is redesignated as a Restricted Subsidiary after May 3, 2002, the
          lesser of (i) the fair market value of the Company's Investment in
          such Subsidiary as of the date of such redesignation or (ii) such fair
          market value as of the date on which such Subsidiary was originally
          designated as an Unrestricted Subsidiary; plus

               (E) $25.0 million.

     (b) So long as no Default has occurred and is continuing or would be caused
thereby, the provisions of Section 4.08(a) hereof shall not prohibit:

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

          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company or any
     Guarantor or of any Equity Interests of the Company in exchange for, or out
     of the net cash proceeds of the substantially concurrent sale (other than
     to a Subsidiary of the Company) of, Equity Interests of the Company (other
     than Disqualified Stock); provided that the amount of any such net cash
     proceeds that are utilized for any such redemption, repurchase, retirement,
     defeasance or other acquisition shall be excluded from clause (3)(B) of the
     preceding paragraph;

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

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


                                       38



          (5) (a) the purchase, redemption or other acquisition, cancellation or
     retirement for value of Capital Stock, or options, warrants, equity
     appreciation rights or other rights to purchase or acquire Capital Stock of
     the Company or any Restricted Subsidiary of the Company or any parent of
     the Company held by any existing or former employees of the Company or any
     Subsidiary of the Company or their assigns, estates or heirs, in each case
     in connection with the repurchase provisions under employee stock option or
     stock purchase agreements or other agreements to compensate management
     employees; provided that such redemptions or repurchases pursuant to this
     clause will not exceed $2.5 million in the aggregate during any calendar
     year and $10.0 million in the aggregate for all such redemptions and
     repurchases; provided further, that the Company may carry-forward and make
     in a subsequent calendar year, in addition to the amounts permitted for
     such calendar year, the amount of such redemptions or repurchases permitted
     to have been made but not made in any preceding calendar year; provided
     further that such amount in any calendar year may be increased by an amount
     not to exceed (i) the cash proceeds from the sale of Capital Stock of the
     Company to existing or former employees of the Company or any Subsidiary of
     the Company after the date the Notes are originally issued (to the extent
     the cash proceeds from the sale of such Capital Stock have not otherwise
     been applied to the payment of Restricted Payments by virtue of clause
     (3)(B) of the preceding paragraph) plus (ii) the cash proceeds of key man
     life insurance policies received by the Company and its Subsidiaries after
     the date the Notes are originally issued less (iii) the amount of any
     Restricted Payments previously made pursuant to clause (i) and (ii) of this
     clause (5)(a); and (b) loans or advances to employees or directors of the
     Company or any Subsidiary of the Company the proceeds of which are used to
     purchase Capital Stock of the Company, in an aggregate amount not in excess
     of $10.0 million at any one time outstanding;

          (6) prior to the date of this Indenture, the declaration and payment
     by the Company of a dividend consisting of Qualified Trust Preferred Stock
     with a fair market value that is not greater than is necessary in order to
     preserve the Company's eligibility to elect Real Estate Investment Trust
     status with respect to its 1999 taxable year;

          (7) prior to the date of this Indenture, the repurchase, redemption or
     other acquisition or retirement for value of up to $130.0 million in
     liquidation preference of the Series B Preferred Stock if the Company
     would, at the time of such Restricted Payment and after giving pro forma
     effect thereto as if such Restricted Payment had been made at the beginning
     of the applicable four-quarter period, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of Section 4.10
     hereof;

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

          (9) prior to the date of this Indenture, the declaration and payment
     of dividends on the Company's Series A Preferred Stock and Series B
     Preferred Stock in accordance with terms of the Series A Preferred Stock
     and Series B Preferred Stock as in effect on May 7, 2003;

          (10) prior to the date of this Indenture, the payment of the
     liquidation preference of and all accrued and unpaid interest on 100% of
     issued and outstanding shares of the Company's Series A Preferred Stock in
     accordance with the terms of the Series A Preferred Stock as in effect on
     the Issue Date and the notice of redemption to be given by the Company on
     May 7, 2003;

          (11) prior to the date of this Indenture, the redemption pursuant to
     their terms of all PMI Notes that remain outstanding on the applicable
     redemption date after the Company sends


                                       39



     notice of such redemption to the holders of such notes, provided that (i)
     the Company converts all PMI Notes pursuant to their terms upon the proper
     request of a holder of such notes and (ii) the fair market value of the
     common stock received upon such conversion (measured as of the date the
     notice of redemption is given) is not less than one and one half times the
     proceeds such holder would receive pursuant to such redemption;

          (12) prior to the date of this Indenture, the repurchase, redemption
     or other acquisition or retirement for value of the shares of Series A
     Preferred Stock issued and outstanding on May 7, 2003 with the net proceeds
     from the issuance by a Qualified Trust of Qualified Trust Preferred Stock;
     and

          (13) Restricted Payments not otherwise permitted in an amount not to
     exceed $40.0 million.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this Section 4.08 shall
be determined by the Board of Directors whose resolution with respect thereto
shall be delivered to the Trustee. The Board of Directors' determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the fair market value exceeds
$15.0 million. Except with respect to any Restricted Payment permitted pursuant
to clauses (1)-(13) of this Section 4.08(b), not later than 10 days following
the end of the fiscal quarter in which such Restricted Payment was made, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.08 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.09 Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

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

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

     (b) However, the restrictions in Section 4.09(a) hereof shall not apply to
encumbrances or restrictions existing under or by reason of:

          (1) agreements governing Existing Indebtedness and the Old Credit
     Agreement as in effect on the Issue Date and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings of those agreements, including, without limitation, the New
     Credit Agreement; provided that the amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings are not


                                       40



     materially more restrictive, taken as a whole, with respect to such
     dividend and other payment restrictions than those contained in those
     agreements on the Issue Date;

          (2) this Indenture, the Notes and the related Subsidiary Guarantees;

          (3) applicable law;

          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Company or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness or
     Capital Stock was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired; provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of this
     Indenture to be incurred;

          (5) customary non-assignment provisions of any contract entered into
     in the ordinary course of business and customary provisions restricting
     subletting of any interest in real property contained in any lease or
     easement agreement of the Company or any Restricted Subsidiary, or any
     customary restriction on the ability of a Restricted Subsidiary to
     dividend, distribute or otherwise transfer any asset which secures
     Indebtedness secured by a Lien and which Indebtedness and which Lien was
     permitted by this Indenture;

          (6) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on that property of the nature
     described in clause (3) of Section 4.09(a) hereof;

          (7) any agreement for the sale or other disposition of all or
     substantially all of the assets or Capital Stock of a Restricted Subsidiary
     that restricts distributions by that Restricted Subsidiary pending its sale
     or other disposition of all or substantially all of the assets or Capital
     Stock of such Restricted Subsidiary;

          (8) Permitted Refinancing Indebtedness; provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness with respect to dividends and other payments are not
     materially more restrictive, taken as a whole, than those contained in the
     agreements governing the Indebtedness being refinanced;

          (9) Liens securing Indebtedness otherwise permitted to be incurred
     under Section 4.13 hereof that limit the right of the debtor to dispose of
     the assets subject to such Liens

          (10) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, asset sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business;

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;
     and

          (12) any encumbrance or restriction pursuant to customary provisions
     restricting dispositions of real property interests set forth in any
     reciprocal easement agreements of the Company or any Restricted Subsidiary.


                                       41



Section 4.10 Incurrence of Indebtedness and Issuance of Preferred Stock.

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

     (b) The provisions of Section 4.10(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness or the issuance of
Disqualified Stock, as set forth below (collectively, "Permitted Debt"):

          (1) the incurrence by the Company and any Restricted Subsidiaries of
     Indebtedness under Credit Facilities in an aggregate principal amount at
     any one time outstanding under this clause (1) not to exceed $715.0
     million;

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

          (3) the incurrence by the Company and the Guarantors of the
     Indebtedness represented by the Notes and the related Subsidiary Guarantees
     to be issued on the date of this Indenture;

          (4) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of the Company or such Restricted Subsidiary, in an aggregate
     principal amount, including all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (4), not to exceed the greater of $25.0 million or 5% of
     Consolidated Tangible Assets at any time outstanding;

          (5) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) or Disqualified Stock that was
     permitted by this Indenture to be incurred under Section 4.10(a) hereof or
     clauses (2), (3), (4), (5) or (13) of this Section 4.10(b);

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries or the refinancing or replacement of
     existing intercompany Indebtedness between or among the Company and any of
     its Restricted Subsidiaries; provided, however, that: (a) if the Company or
     any Guarantor is the obligor on such Indebtedness, such Indebtedness must
     be


                                       42



     expressly subordinated to the prior payment in full in cash of all
     Obligations with respect to the Notes, in the case of the Company, or the
     Subsidiary Guarantee, in the case of a Guarantor; and (b) (i) any
     subsequent issuance or transfer of Equity Interests that results in any
     such Indebtedness being held by a Person other than the Company or a
     Restricted Subsidiary of the Company and (ii) any sale or other transfer of
     any such Indebtedness to a Person that is not either the Company or a
     Restricted Subsidiary of the Company, shall be deemed, in each case, to
     constitute an incurrence of such Indebtedness by the Company or such
     Restricted Subsidiary, as the case may be, that was not permitted by this
     clause (6);

          (7) Hedging Obligations that are entered into by the Company or a
     Restricted Subsidiary for the purpose of fixing, hedging or swapping
     interest rate risk in the ordinary course of the Company's financial
     management (but in any event excluding Hedging Obligations entered into for
     speculative purposes);

          (8) the guarantee by the Company or any of its Restricted Subsidiaries
     of Indebtedness of the Company or a Restricted Subsidiary of the Company
     that was permitted to be incurred by another provision of this Section
     4.10;

          (9) 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 payment of dividends
     on Disqualified Stock in the form of additional shares of the same class of
     Disqualified Stock shall not be deemed to be an incurrence of Indebtedness
     or an issuance of Disqualified Stock for purposes of this Section 4.10;
     provided, in each such case, that the amount thereof is included in Fixed
     Charges of the Company as accrued interest;

          (10) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness, including Indebtedness represented by letters
     of credit for the account of the Company or any Restricted Subsidiary,
     incurred in respect of workers' compensation claims, self-insurance
     obligations, performance, proposal, completion, surety and similar bonds
     and completion guarantees provided by the Company or any of its Restricted
     Subsidiaries in the ordinary course of business; provided, that the
     underlying obligation to perform is that of the Company and its Restricted
     Subsidiaries and not that of the Company's Unrestricted Subsidiaries;
     provided further, that such underlying obligation is not in respect of
     borrowed money;

          (11) the incurrence by the Company or any Restricted Subsidiary of
     Indebtedness arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument (except in the case of
     daylight overdrafts) drawn against insufficient funds in the ordinary
     course of business, provided, that such Indebtedness is extinguished within
     five business days of incurrence;

          (12) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness, including but not limited to Indebtedness
     represented by letters of credit for the account of the Company or any
     Restricted Subsidiary, arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or Equity Interests
     of the Company or a Restricted Subsidiary, other than guarantees of
     Indebtedness incurred by any Person acquiring all or any portion of such
     business, assets or Equity Interests for the purpose of financing such
     acquisition; and

          (13) the incurrence by the Company or any Subsidiary of additional
     Indebtedness in an aggregate principal amount (or accreted value, as
     applicable) at any time outstanding,


                                       43



     including all Permitted Refinancing Indebtedness incurred to refund,
     refinance or replace any Indebtedness incurred pursuant to this clause
     (13), not to exceed $75.0 million.

     The Company shall not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness shall be deemed to be contractually subordinated
in right of payment to any other Indebtedness solely by virtue of being
unsecured.

     For purposes of determining compliance with the provisions in this
Indenture relating to this Section 4.10, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (13) above, or is entitled to be incurred
pursuant to Section 4.10(a) hereof, the Company shall be permitted to classify
such item of Indebtedness on the date of its incurrence, or later reclassify all
or a portion of such item of Indebtedness, in any manner that complies with this
Section 4.10. Indebtedness under the Old Credit Agreement outstanding on the
date of this Indenture will be deemed to have been incurred on such date in
reliance on the exception provided by clause (1) of the definition of Permitted
Debt.

Section 4.11 Asset Sales.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

          (1) the Company (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to (a)
     the fair market value of the assets (other than Designated Assets) or
     Equity Interests issued or sold or otherwise disposed of and (b) the
     Designated Asset Value of the Designated Assets sold or otherwise disposed
     of;

          (2) the fair market value or Designated Asset Value, as applicable, is
     determined by the Company's Board of Directors and evidenced by a
     resolution of the Board of Directors set forth in an Officers' Certificate
     delivered to the Trustee; and

          (3) at least 75% of the consideration received in the Asset Sale by
     the Company or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents. For purposes of this clause (3) only, each of the following
     will be deemed to be cash:

               (A) any liabilities, as shown on the Company's or such Restricted
          Subsidiary's most recent balance sheet, of the Company or any
          Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Notes or any
          Subsidiary Guarantee) that are assumed by the transferee of any such
          assets pursuant to a customary novation agreement that releases the
          Company or such Restricted Subsidiary from further liability;

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

               (C) 100% of the securities, notes or other obligations or
          Indebtedness actually received by the Company as consideration for the
          sale or other disposition of a Designated Asset pursuant to the terms
          of a Designated Asset Contract, but only to the


                                       44



          extent that such securities, notes or other obligations or
          Indebtedness were explicitly required to be included, or permitted to
          be included solely at the option of the purchaser, in such
          consideration pursuant to the terms of the applicable Designated Asset
          Contract;

               (D) 100% of the Indebtedness actually received by the Company as
          consideration for the sale or other disposition of an Unoccupied
          Facility; and

               (E) any Designated Non-Cash Consideration received by the Company
          or any such Restricted Subsidiary in the Asset Sale.

     Notwithstanding the foregoing, the Company and its Restricted Subsidiaries
may engage in Asset Swaps; provided that, (1) immediately after giving effect to
such Asset Swap, the Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.10(a) hereof and (2) the Board of Directors of the Company
determines that the fair market value of the assets received by the Company in
the Asset Swap is not less than the fair market value of the assets disposed of
by the Company in such Asset Swap and such determination is evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee

     Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply those Net Proceeds:

          (1) to repay Indebtedness under a Credit Facility;

          (2) to acquire all or substantially all of the assets of, or a
     majority of the Voting Stock of, another Permitted Business;

          (3) to make a capital expenditure (provided, that the completion of
     (i) construction of new facilities, (ii) expansions to existing facilities,
     and (iii) repair or reconstruction of damaged or destroyed facilities which
     commences within 360 days after the receipt of any Net Proceeds from an
     Asset Sale by the Company may extend for an additional 360 day period if
     the Net Proceeds to be used for such construction, expansion or repair are
     committed to and set aside specifically for such activity within 360 days
     of their receipt); or

          (4) to acquire other long-term assets that are used or useful in a
     Permitted Business.

     Pending the final application of any Net Proceeds, the Company may invest
the Net Proceeds in any manner that is not prohibited by this Indenture. For
avoidance of doubt, prior to being required to permanently reduce revolving
credit facility commitments, the Company shall have the option of making an
Asset Sale Offer in accordance with the terms of this Indenture

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." Within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall make an Asset Sale Offer to all Holders of
Notes and, at the Company's option, all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer shall be equal to 100% of principal amount
plus accrued and unpaid interest to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu


                                       45



Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

     The Company shall comply with the requirements of Section 3.09 herein and
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
Asset Sale provisions of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.11 by
virtue of such conflict.

Section 4.12 Transactions with Affiliates.

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

          (1) the Affiliate Transaction is on terms that are no less favorable
     to the Company or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Company or such
     Restricted Subsidiary with an unrelated Person; and

          (2) the Company delivers to the Trustee:

               (A) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $10.0 million, a resolution of the Board of Directors set
          forth in an Officers' Certificate certifying that such Affiliate
          Transaction complies with this Section 4.12 and that such Affiliate
          Transaction has been approved by a majority of the disinterested
          members of the Board of Directors; and

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

     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.12(a)
hereof:

          (1) any employment or indemnity agreement entered into by the Company
     or any of its Restricted Subsidiaries in the ordinary course of business
     and consistent with the past practice of the Company or such Restricted
     Subsidiary;

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

          (3) transactions with a Person that is an Affiliate of the Company
     solely because the Company owns an Equity Interest in, or controls, such
     Person;

          (4) payment of reasonable directors' fees to Persons who are not
     otherwise Affiliates of the Company;


                                       46



          (5) sales of Equity Interests (other than Disqualified Stock) to
     Affiliates of the Company;

          (6) Permitted Investment and Restricted Payments that are permitted by
     Section 4.08 hereof; and

          (7) any issuance of securities, or other payments, awards or grants in
     cash, securities or otherwise pursuant to, or the funding of employment
     arrangements, stock options and stock ownership plans and other reasonable
     fees, compensation, benefits and indemnities paid or entered into by the
     Company or any of its Restricted Subsidiaries in the ordinary course of
     business to or with officers, directors or employees of the Company and its
     Restricted Subsidiaries;

Section 4.13 Liens.

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

Section 4.14 Business Activities.

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

Section 4.15 Corporate Existence.

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

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

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

Section 4.16 Offer to Repurchase Upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder's Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of the Notes repurchased plus accrued and unpaid interest, if
any, on the Notes repurchased to the date of purchase (the "Change of Control
Payment"). Within ten Business


                                       47



Days following any Change of Control, the Company shall mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.16 and that all Notes tendered will be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no
     earlier than 30 days and no later than 60 days from the date such notice is
     mailed (the "Change of Control Payment Date");

          (3) that any Note not tendered will continue to accrue interest;

          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest after the Change of Control
     Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer will be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Notes completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day preceding the
     Change of Control Payment Date;

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

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $2,000 in
     principal amount or an integral multiple of $1,000 in excess thereof.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09, 4.11 or 4.16 hereof, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Sections 3.09, 4.11 or this Section 4.16 by
virtue of such conflict.

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

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

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


                                       48



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

     The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

     The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

     The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control shall be applicable whether or not
any other provisions of this Indenture are applicable.

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

Section 4.17 Limitation on Sale and Leaseback Transactions.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company or any Guarantor may enter into a Sale and Leaseback Transaction if:

          (1) the Company or that Guarantor, as applicable, could have (a)
     incurred Indebtedness in an amount equal to the Attributable Debt relating
     to such Sale and Leaseback Transaction under the Fixed Charge Coverage
     Ratio test in Section 4.10(a) hereof and (b) incurred a Lien to secure such
     Indebtedness pursuant to Section 4.13 hereof;

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

          (3) the transfer of assets in that Sale and Leaseback Transaction is
     permitted by, and the Company applies the proceeds of such transaction in
     compliance with, Section 4.11 hereof.

Section 4.18 Payments for Consent.

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


                                       49



Section 4.19 Additional Subsidiary Guarantees.

     If any Subsidiary of the Company that is not a Guarantor enters into a
Guarantee of a Credit Facility or any part of the Indebtedness created under
Credit Facilities permitted to be incurred pursuant to clause (1) of Section
4.10(b) hereof, then that Subsidiary shall become a Guarantor and shall execute
a supplemental indenture and deliver an Opinion of Counsel satisfactory to the
Trustee within 10 Business Days of the date on which it was acquired or created.
The form of such Subsidiary Guarantee is attached as Exhibit B hereto.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event
of Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated shall be deemed to be Investments made as of the time of the
designation, subject to the limitations on Restricted Payments. That designation
shall only be permitted if the Investment would be permitted at that time and if
the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any Person or group of affiliated Persons, or
permit any of its Restricted Subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result
in an assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries taken as a whole to any other Person or group of affiliated
Persons, unless at the time and after giving effect thereto:

          (1) either: (a) the Company or any Restricted Subsidiary is the
     surviving corporation; or (b) the Person formed by or surviving any such
     consolidation or merger (if other than the Company or any Restricted
     Subsidiary) or to which such sale, assignment, transfer, conveyance or
     other disposition has been made is a corporation organized or existing
     under the laws of the United States, any state of the United States or the
     District of Columbia;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Company or any Restricted Subsidiary) or the Person to
     which such sale, assignment, transfer, conveyance or other disposition has
     been made assumes all the obligations of the Company under the Notes and
     this Indenture pursuant to agreements reasonably satisfactory to the
     Trustee;

          (3) immediately after such transaction, no Default or Event of Default
     exists; and

          (4) the Company, the Restricted Subsidiary, or the other Person formed
     by or surviving any such consolidation or merger (if other than the Company
     or a Restricted


                                       50



     Subsidiary), or to which such sale, assignment, transfer, conveyance or
     other disposition has been made will, on the date of such transaction after
     giving pro forma effect thereto and any related financing transactions as
     if the same had occurred at the beginning of the applicable four-quarter
     period, (i) be permitted to incur at least $1.00 of additional Indebtedness
     pursuant to the Fixed Charge Coverage Ratio test set forth in the first
     paragraph of Section 4.10 hereof, or (ii) have a Fixed Charge Coverage
     Ratio that exceeds the Company's Fixed Charge Coverage Ratio immediately
     prior to such transaction and any related financing transactions.

     The covenant described under this Section 5.01 shall not apply to: (i) a
sale, assignment, transfer, conveyance or other disposition of assets between or
among the Company and any of its Restricted Subsidiaries; (ii) any merger of a
Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii)
any merger of the Company into a wholly-owned Restricted Subsidiary created for
the purpose of holding the Equity Interests of the Company; or (iv) a merger
between the Company and a newly-created Affiliate incorporated solely for the
purpose of reincorporating the Company in another state of the United States.

Section 5.02 Successor Corporation Substituted.

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

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

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

          (1) the Company defaults for 30 days in the payment when due of
     interest on the Notes;

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

          (3) the Company or any of its Restricted Subsidiaries fails to comply
     with the provisions of Sections 4.11, 4.16 or 5.01 hereof;

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


                                       51



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

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

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

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

          (6) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $25.0 million, which judgments
     are not paid, discharged or stayed for a period of 60 days;

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

               (A) commences a voluntary case,

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

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

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

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

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

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

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


                                       52



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

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

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

Section 6.02 Acceleration.

     In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately.

     Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,
all outstanding Notes shall be due and payable immediately without further
action or notice. The Holders of a majority in aggregate principal amount of the
then outstanding Notes by written notice to the Trustee may on behalf of all of
the Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies

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

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

Section 6.04 Waiver of Past Defaults.

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


                                       53



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

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

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

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be


                                       54



sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

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

Section 6.10 Priorities.

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

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

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

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

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

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in


                                       55



the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or
a suit by Holders of more than 10% in principal amount of the then outstanding
Notes.

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of any such certificates or opinions which by any provisions
     hereof are specifically required to be furnished to the Trustee, the
     Trustee will examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture.

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

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

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

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

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

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


                                       56



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

Section 7.02 Rights of Trustee.

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

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

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

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

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

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

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

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

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

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
Trustee or


                                       57



resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

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

Section 7.07 Compensation and Indemnity.

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

     (b) The Company and the Guarantors shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in


                                       58



connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith or willful misconduct. The Trustee
will notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will pay the reasonable
fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent will not be
unreasonably withheld.

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

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

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

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

Section 7.08 Replacement of Trustee.

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

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

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

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

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

          (4) the Trustee becomes incapable of acting.

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

     (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal


                                       59



amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

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

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

Section 7.11 Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.


                                       60



Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:

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

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

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

          (4) this Article 8.

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

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.05, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19
and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and
Subsidiary Guarantees, the Company and the Guarantors may omit to comply with
and will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby.
In addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set


                                       61



forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) and Section
6.01(9) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

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

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

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

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

               (B) since the Issue Date, there has been a change in the
          applicable federal income tax law,

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

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

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

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

          (6) the Company must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over the


                                       62



     other creditors of the Company or with the intent of defeating, hindering,
     delaying or defrauding any other creditors of the Company or others; and

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

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

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

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

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

Section 8.06 Repayment to Company.

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

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of


                                       63



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

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

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

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

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

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

          (6) to conform the text of this Indenture, the Subsidiary Guarantees
     or the Notes to any provision contained in the "Description of Notes"
     contained in the Prospectus Supplement to the extent that such provision in
     the "Description of Notes" was intended to be a verbatim recitation of a
     provision of this Indenture, the Subsidiary Guarantees or the Notes;

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

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

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be


                                       64



therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections
3.09, 4.11 and 4.16 hereof), the Subsidiary Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, for the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Subsidiary Guarantees or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

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

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

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

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes except as provided above with respect to Sections 3.09, 4.11 and
     4.16 hereof;

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


                                       65



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

          (5) make any Note payable in currency other than that stated in the
     Notes;

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

          (7) waive a redemption payment with respect to any Notes (other than a
     payment required by Sections 3.09, 4.11 and 4.16 hereof);

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

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

Section 9.03 Compliance with Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the


                                       66



documents required by Section 12.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.

                                   ARTICLE 10
                              SUBSIDIARY GUARANTEES

Section 10.01. Guarantee.

     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

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

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

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

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

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

     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the


                                       67



obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 10.02 Limitation on Guarantor Liability.

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

Section 10.03 Execution and Delivery of Subsidiary Guarantee.

     To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit B hereto will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.

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

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

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

     In the event that the Company creates or acquires any Subsidiary after the
date of this Indenture, if required by Section 4.19 hereof, the Company will
cause such Subsidiary to comply with the provisions of Section 4.19 hereof and
this Article 10, to the extent applicable.

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

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


                                       68



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

          (2) either:

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

               (b) the Net Proceeds of such sale or other disposition are
     applied in accordance with the applicable provisions of this Indenture,
     including without limitation, Section 4.11 hereof.

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

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

Section 10.05 Releases Following Sale of Assets.

     Any Guarantor will be released from and relieved of any obligations under
its Subsidiary Guarantee, (i) in the event of any sale or other disposition of
all or substantially all of the assets of that Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all to the Capital
Stock of that Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) a Restricted Subsidiary of the
Company, (ii) if the Company properly designates that Guarantor as an
Unrestricted Subsidiary in accordance with this Indenture or (iii) if that
Guarantor is released from its guarantee under all Credit Facilities, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.11 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.11 hereof, the Trustee
will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Subsidiary Guarantee.


                                       69



     Any Guarantor not released from its obligations under its Subsidiary
Guarantee will remain liable for the full amount of principal of and interest on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

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

          (1) either:

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

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

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

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

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

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

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


                                       70



Section 11.02 Application of Trust Money.

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

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

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

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

Section 12.02 Notices.

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

     If to the Company and/or any Guarantor:

     Corrections Corporation of America
     10 Burton Hills Boulevard
     Nashville, Tennessee 37215
     Telecopier No.: (615) 263-3170
     Attention: Irving E. Lingo, Jr.

     With a copy to:


                                       71



     Bass, Berry & Sims PLC
     AmSouth Center
     315 Deaderick Street, Suite 2700
     Nashville, Tennessee 37238-3001
     Telecopier No.: (615) 742-2709
     Attention: Howard Lamar

     If to the Trustee:

     U.S. Bank National Association
     One Federal Street, 3rd Floor
     Boston, Massachusetts 02110
     Telecopier No.: (617) 603-6683
     Attention: George Davison, Jr.

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

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

     Any notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication will also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it will not affect
its sufficiency with respect to other Holders.

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

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

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

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

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


                                       72



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

Section 12.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must 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, he or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

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

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

Section 12.06 Rules by Trustee and Agents.

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

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

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

Section 12.08 Governing Law.

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


                                       73



Section 12.09 No Adverse Interpretation of Other Agreements.

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

Section 12.10 Successors.

     All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

Section 12.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       74



                                   SIGNATURES

Dated as of January 23, 2006

                                        CORRECTIONS CORPORATION OF AMERICA


                                        By /s/ John D. Ferguson
                                           -------------------------------------
                                        Name: John D. Ferguson
                                        Title: Chief Executive Officer


                                        GUARANTORS:

                                        CCA OF TENNESSEE, LLC
                                        PRISON REALTY MANAGEMENT, INC.
                                        TECHNICAL AND BUSINESS INSTITUTE OF
                                        AMERICA, INC.
                                        CCA INTERNATIONAL, INC.
                                        CCA PROPERTIES OF AMERICA, LLC
                                        CCA PROPERTIES OF ARIZONA, LLC
                                        CCA PROPERTIES OF TENNESSEE, LLC
                                        CCA WESTERN PROPERTIES, INC.


                                        By /s/ John D. Ferguson
                                           -------------------------------------
                                        Name: John D. Ferguson
                                        Title: Chief Executive Officer


                                        CCA PROPERTIES OF TEXAS, L.P.


                                        By /s/ John D. Ferguson
                                           -------------------------------------
                                        Name: John D. Ferguson
                                        Title: Chief Executive Officer,
                                               CCA Properties of America, LLC,
                                               as General Partner


                                        TRANSCOR AMERICA, LLC


                                        By /s/ Todd J. Mullenger
                                           -------------------------------------
                                        Name: Todd J. Mullenger
                                        Title: Vice President, Treasurer

                                        each as a Guarantor


                                        TRUSTEE:
                                        U.S. BANK NATIONAL ASSOCIATION


                                        By /s/ George Davidson, Jr.
                                           -------------------------------------
                                        Name: George Davidson, Jr.
                                        Title: Officer



                                                                       EXHIBIT A

                                  Face of Note

                                                                           CUSIP

                           6.75% Senior Notes due 2014

No.1                                                                       $

                       CORRECTIONS CORPORATION OF AMERICA

promises to pay to CEDE & CO., or registered assigns, the principal sum of
_________________ on January 31, 2014.

Interest Payment Dates: January 31 and July 31

Record Dates: January 15 and July 15

Dated: January 23, 2006

                                        CORRECTIONS CORPORATION OF AMERICA


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

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


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


                                      A-1



                                  Back of Note

[Insert Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

                           6.75% Senior Notes due 2014

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

          (1) INTEREST. Corrections Corporation of America, a Maryland
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 6.75% per annum from January 23, 2006 until maturity. The Company
will pay interest semi-annually in arrears on January 31 and July 31 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be July 31, 2006.
The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the 15th of January or the 15th of July next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, interest and premium, if
any, on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

          (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          (4) INDENTURE. The Company issued the Notes under a Base Indenture
dated as of January 23, 2006, among the Company, the Guarantors and the Trustee,
as amended and supplemented by the First Supplemental Indenture dated as of
January 23, 2006 (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, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent


                                      A-2



any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Company.

          (5)  OPTIONAL REDEMPTION.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to January 31, 2010.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest, if any, thereon to the applicable redemption date,
if redeemed during the twelve-month period beginning on March 1 of the years
indicated below:



Year                                                            Percentage
- ----                                                            ----------
                                                             
2010.........................................................    103.3750%
2011.........................................................    101.6875%
2012 and thereafter..........................................    100.0000%


     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time on or prior to January 31, 2009, the Company may on any one or more
occasions redeem Notes with the net cash proceeds of one or more Equity
Offerings at a redemption price of par plus the stated interest rate, or
106.750% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date; provided that at least 65% in
aggregate principal amount of the Notes originally issued under the Indenture
remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries) and that such
redemption occurs within 90 days of the date of the closing of such Equity
Offering.

          (6) MANDATORY REDEMPTION.

     The Company will not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

          (7) REPURCHASE AT OPTION OF HOLDER.

     (a) If there is a Change of Control, the Company will be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "Change of Control Payment"). Within 10 business days following
any Change of Control, the Company will mail a notice to each Holder setting
forth the procedures governing the Change of Control Offer as required by the
Indenture.

     (b) If the Company or a Subsidiary consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0
million, the Company will commence an offer to all Holders of Notes and, at the
Company's option, all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets (an
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) and other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes


                                       A-3



(including any Additional Notes) and other pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness surrendered by holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

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

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a
single class, and any existing default or compliance with any provision of the
Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
and Additional Notes, if any, voting as a single class. Without the consent of
any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may
be amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Notes in case of a merger or consolidation, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to conform the text of the Indenture, the Subsidiary Guarantees
or the Notes to any provision contained in the "Description of Notes" in the
Prospectus Supplement to the extent that such provision in the "Description of
Notes" was intended to be a verbatim recitation of a provision of the Indenture,
the Subsidiary Guarantees or the Notes, to provide for the Issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or to allow any Guarantor to execute a supplemental indenture to the Indenture
and/or a Subsidiary Guarantee with respect to the Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of or


                                       A-4



premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, (iii) failure by the Company to comply with Sections 4.11, 4.16 or
5.01 of the Indenture; (iv) failure by the Company for 60 consecutive days after
notice to the Company by the Trustee or the Holders of at least 25% in principal
amount of the Notes then outstanding voting as a single class to comply with any
other agreement in the Indenture; (v) default under certain other agreements
relating to Indebtedness of the Company which default (A) is caused by a Payment
Default or (B) results in the acceleration of such Indebtedness prior to its
express maturity, and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $25.0 million or more; (vi) certain final judgments
for the payment of money that remain undischarged for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except
as permitted by the Indenture, any Subsidiary Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor or any Person acting on its
behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary
Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a written statement regarding compliance with the Indenture,
and the Company is required upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a written statement specifying such Default
or Event of Default.

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

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

          (15) AUTHENTICATION. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

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


                                       A-5



          (17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

     Corrections Corporation of America
     10 Burton Hills Boulevard
     Nashville, Tennessee 37215
     Attention: Irving E. Lingo, Jr.


                                       A-6



                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

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

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

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

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


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)


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

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-7



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.11 or 4.16 of the Indenture, check the appropriate box below:

                       [ ] Section 4.11   [ ] Section 4.16

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the principal
amount you elect to have purchased:

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

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


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                        Tax Identification No.:
                                                                ----------------


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

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-8



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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



                                                                   Principal Amount
                    Amount of decrease   Amount of increase in   of this Global Note      Signature of
                   in Principal Amount      Principal Amount        following such     authorized officer
                            of                     of                  decrease           of Trustee or
Date of Exchange     this Global Note       this Global Note        (or increase)           Custodian
- ----------------   -------------------   ---------------------   -------------------   ------------------
                                                                           



                                      A-9



                                                                       EXHIBIT B

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Base Indenture, as amended and
supplemented by the First Supplemental Indenture dated as of January 23, 2006
(the "Indenture"), by and among Corrections Corporation of America, (the
"Company"), the Guarantors (as defined therein) and U.S. Bank National
Association, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (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 of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                        GUARANTOR(S)


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


                                      B-1



                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[________________, 200__, among __________________] (the "Guaranteeing
Subsidiary"), a subsidiary of Corrections Corporation of America (or its
permitted successor), a Maryland corporation (the "Company"), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the indenture referred to below (the
"Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee a
base indenture dated as of January 23, 2006, as amended and supplemented by a
first supplemental indenture dated as of January 23, 2006 (the "Indenture")
providing for the issuance of the Company's 106.75% Senior Notes due 2014 (the
"Notes");

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

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;

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

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

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

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

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

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


                                      C-1



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

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

               (d) This Subsidiary Guarantee shall not be discharged except by
          complete performance of the obligations contained in the Notes and the
          Indenture, and the Guaranteeing Subsidiary accepts all obligations of
          a Guarantor under the Indenture.

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

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

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

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

               (i) Pursuant to Section 10.02 of the Indenture, after giving
          effect to any maximum amount and all other contingent and fixed
          liabilities that are relevant under any applicable (A) Bankruptcy or
          fraudulent conveyance laws or (B) any applicable state laws
          prohibiting shareholder distributions by an insolvent subsidiary to
          the extent applicable, and after giving effect to any collections
          from, rights to receive contribution from or payments made by or on
          behalf of any other Guarantor in respect of the obligations of such
          other Guarantor under Article 10 of the Indenture, this new Subsidiary
          Guarantee shall be limited to the maximum amount permissible such that
          the obligations of such Guarantor under this Subsidiary Guarantee will
          not constitute a fraudulent transfer or conveyance or an unlawful
          shareholder distribution.


                                      C-2



     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

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

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

               (ii) either (A) subject to Sections 10.04 and 10.05 of the
          Indenture, the Person acquiring the property in any such sale or
          disposition or the Person formed by or surviving any such
          consolidation or merger unconditionally assumes all the obligations of
          that Guarantor, pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee, under the Notes, the
          Indenture and the Subsidiary Guarantee on the terms set forth herein
          or therein; or (B) the Net Proceeds of such sale or other disposition
          are applied in accordance with the applicable provisions of the
          Indenture, including without limitation, Section 4.11 thereof.

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

               (c) Except as set forth in Articles 4 and 5 and Section 10.05 of
          Article 10 of the Indenture, and notwithstanding clauses (a) and (b)
          above, nothing contained in the Indenture or in any of the Notes shall
          prevent any consolidation or merger of a Guarantor with or into the
          Company or another Guarantor, or shall prevent any sale or conveyance
          of the property of a Guarantor as an entirety or substantially as an
          entirety to the Company or another Guarantor.

     5. RELEASES.

               (a) Any Guarantor will be released and relived of any obligations
          under its Subsidiary Guarantee, (i) in the event of any sale or other
          disposition of all or substantially all of the assets of that
          Guarantor, by way of merger, consolidation or otherwise, or a sale or
          other disposition of all of the capital stock of that Guarantor, in
          each case to a Person that is not (either before or after giving
          effect to such transaction) a


                                      C-3



          Restricted Subsidiary of the Company, (ii) if the Company properly
          designates that Guarantor as an Unrestricted Subsidiary in accordance
          with this Indenture or (iii) if the Guarantor is released from its
          guarantees under all Credit Facilities, then such Guarantor (in the
          event of a sale or other disposition, by way of merger, consolidation
          or otherwise, of all of the capital stock of such Guarantor) or the
          corporation acquiring the property (in the event of a sale or other
          disposition of all or substantially all of the assets of such
          Guarantor) will be released and relieved of any obligations under its
          Subsidiary Guarantee; provided that the Net Proceeds of such sale or
          other disposition are applied in accordance with the applicable
          provisions of the Indenture, including without limitation Section 4.11
          of the Indenture. Upon delivery by the Company to the Trustee of an
          Officers' Certificate and an Opinion of Counsel to the effect that
          such sale or other disposition was made by the Company in accordance
          with the provisions of the Indenture, including without limitation
          Section 4.11 of the Indenture, the Trustee shall execute any documents
          reasonably required in order to evidence the release of any Guarantor
          from its obligations under its Subsidiary Guarantee.

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

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

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

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

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


                                      C-4



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

Dated: _______________, 20___

                                        GUARANTEEING SUBSIDIARY


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


                                        CORRECTIONS CORPORATION OF AMERICA


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


                                        [EXISTING GUARANTORS]


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


                                        U.S. BANK NATIONAL ASSOCIATION
                                        as Trustee


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


                                       C-5

                                                                     EXHIBIT 5.1


                             BASS, BERRY & SIMS PLC
                                Attorneys at Law
                    ----------------------------------------
                    A PROFESSIONAL LIMITED LIABILITY COMPANY


                                 AmSouth Center
                        315 Deaderick Street, Suite 2700
                         Nashville, Tennessee 37238-3001
                                 (615) 742-6200



                                January 23, 2006

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215

Re:   Corrections Corporation of America (the "Company") Prospectus Supplement
      to Registration Statement on Form S-3 (No. 333-131072)

Ladies and Gentlemen:

         We have acted as counsel to the Company in connection with the filing
of an automatic shelf registration statement on Form S-3 (No. 333-131072) (the
"Registration Statement"), including the prospectus constituting a part thereof,
dated January 17, 2006, and the final supplement to the prospectus, dated
January 18, 2006 (collectively, the "Prospectus"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the public
offering of $150,000,000 aggregate principal amount of its 6.75% Senior Notes
due 2014 (the "Notes") in the manner set forth in the Registration Statement and
the Prospectus. The Notes were sold pursuant to the terms of the Underwriting
Agreement, dated January 18, 2006, by and among the Company, the guarantors
listed therein, Banc of America Securities LLC, Lehman Brothers Inc., and
Wachovia Capital Markets, LLC, as representatives of the several underwriters
listed therein (the "Underwriting Agreement"), and issued pursuant to an
Indenture, dated as of January 23, 2006, by and among the Company, the
guarantors listed therein and U.S. Bank National Association (the "Trustee"), as
amended and supplemented by the First Supplemental Indenture, dated as of
January 23, 2006 (as amended and supplemented, the "Indenture"). This opinion is
being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.

         In connection with this opinion letter, we have examined or are
otherwise familiar with the Registration Statement and the Prospectus (including
the documents incorporated or deemed to be incorporated by reference therein),
the final term sheet filed by the Company with the Commission on January 19,
2006, as a free writing prospectus pursuant to Rule 433 of the Securities Act,
the Form T-1 Statement of Eligibility of the Trustee filed as an exhibit to the
Registration Statement and executed copies of the Underwriting Agreement, the
Indenture, the Notes and the Guarantees (collectively, the "Agreements"). We
have also reviewed such corporate documents and records of the Company and its
subsidiaries, such certificates of public officials and such other matters as we
have deemed necessary or appropriate for purposes of this opinion letter. As to
various issues of fact, we have relied upon the representations and





Corrections Corporation of America
Page 2
January 23, 2006


warranties of the Company contained in the Underwriting Agreement and upon
statements and certificates of officers of the Company and certain of its
subsidiaries without independent verification or investigation.

         We have assumed regarding agreements executed by parties other than the
Company and its subsidiaries that such agreements are, if applicable, the valid
and binding obligations of and enforceable against such parties. We have also
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the conformity to authentic original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the legal capacity of all natural persons.

         The law covered by the opinions expressed herein is limited to the
federal law of the United States, the law of the State of Tennessee, the
Delaware General Corporation Law ("DGCL") and the Delaware Revised Uniform
Limited Partnership Act and, solely with respect to the matters relating to the
Company, the corporate laws of the State of Maryland. In rendering our opinion
as to matters relating to the Company arising under or governed by the laws of
the State of Maryland we have relied solely on the opinions of Miles &
Stockbridge, P.C. We have made no independent examination of the laws of
Maryland.

         Based on the foregoing, and subject to the assumptions, limitations and
qualifications as set forth herein, we are of the opinion that:

         1. The Debt Securities, when executed, authenticated and issued in
accordance with the Indenture, constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with the terms of
the Debt Securities.

         2. The Guarantees, when executed, authenticated and issued in
accordance with the Indenture, constitute valid and legally binding obligations
of such subsidiaries, enforceable against such subsidiaries in accordance with
the terms of the Guarantees.

         3. The Indenture constitutes a valid and legally binding obligation of
the Company, enforceable against the Company under the laws of the State of New
York in accordance with the terms of such Indenture.

         The opinions set forth in paragraphs 1, 2 and 3 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

         To the extent that the obligations of the Company under any applicable
Indenture may be dependent on such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization;




Corrections Corporation of America
Page 3
January 23, 2006


that the Trustee is duly qualified to engage in the activities contemplated by
such Indenture; that such Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes the legally valid, binding and
enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with
respect to acting as a trustee under such Indenture, with all applicable laws
and regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under such Indenture.

         We consent to the incorporation of this opinion into the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.

         This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.

                                       Very truly yours,

                                       /s/ Bass, Berry & Sims PLC

                                                                     EXHIBIT 5.2


                    [Letterhead of Miles & Stockbridge P.C.]



                                January 23, 2006



Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215

Re:   Prospectus Supplement to Registration Statement on Form S-3 (Senior Notes)
      --------------------------------------------------------------------------

Ladies and Gentlemen:

         We have acted as special Maryland counsel to Corrections Corporation of
America, a Maryland corporation (the "Company"), in connection with the
preparation of a Prospectus Supplement, dated January 18, 2006 (the "Prospectus
Supplement"), to a Registration Statement on Form S-3 (Registration No.
333-131072, the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the issuance by the Company of
$150,000,000 aggregate principal amount of its 6.75% Senior Notes due 2014 (the
"Notes").

         For purposes of giving the opinion set forth in this letter, we have
examined the following: (a) the Registration Statement, (b) the Prospectus
Supplement, (c) the proposed form of the Indenture relating to the Notes (the
"Original Indenture"), (c) the proposed form of Supplemental Indenture pursuant
to which the Notes are proposed to be issued (together with the Original
Indenture, the "Indenture"), (d) the form of the Notes attached as an exhibit to
the Indenture, and (e) such other documents, corporate records, laws and
regulations as we have deemed necessary for the purpose of giving the opinions
expressed in this letter.

         Based upon that examination and subject to the assumptions and
qualifications set forth herein, we are of the opinion that the Indenture has
been duly authorized by the Company and, when the Indenture and the Notes have
been duly executed and delivered by the Company and the Notes have been duly
authenticated by the trustee named in the Indenture and delivered on behalf of
the Company against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement and the
Prospectus Supplement, the Notes will, to the extent Maryland law is applicable,
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other laws affecting creditors' rights and remedies generally, and subject, as
to





Corrections Corporation of America
January 23, 2006
Page 2


enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith, and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

         We express no opinion with respect to the laws of, or the effect or
applicability of the laws of, any jurisdiction other than the laws of the State
of Maryland. We point out that the Indenture and the Notes are, according to
their terms, to be construed in accordance with and governed by the laws of the
State of New York. We acknowledge that Bass, Berry & Sims PLC will rely on the
opinions set forth herein in giving certain opinions of their own on the date
hereof and we consent to that reliance. The opinion expressed herein is limited
to the matters set forth in this letter and no other opinion should be inferred
beyond the matters expressly stated.

         We hereby consent to the use of our name under the heading "Legal
Matters" in Prospectus Supplement and to the filing of this opinion letter with
the Registration Statement as an exhibit thereto. In giving our consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission thereunder.

                                       Very truly yours,

                                       Miles & Stockbridge P.C.


                                       By:  /s/ J.W. Thompson Webb
                                            --------------------------------
                                            Principal

                                                                    EXHIBIT 10.1







                       CORRECTIONS CORPORATION OF AMERICA

                    $150,000,000 6.75% SENIOR NOTES DUE 2014



                             UNDERWRITING AGREEMENT


                             dated January 18, 2006





                         BANC OF AMERICA SECURITIES LLC

                              LEHMAN BROTHERS INC.

                          WACHOVIA CAPITAL MARKETS, LLC



                             UNDERWRITING AGREEMENT



January 18, 2006

BANC OF AMERICA SECURITIES LLC
LEHMAN BROTHERS INC.
WACHOVIA CAPITAL MARKETS, LLC
     As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, NY 10019

HSBC Securities (USA) Inc.
     As Qualified Independent Underwriter
452 Fifth Avenue, 3rd Floor
New York, NY 10018

Ladies and Gentlemen:

         Introductory. Corrections Corporation of America, a Maryland
corporation (the "Company"), proposes to issue and sell to the several
underwriters named in Schedule A (the "Underwriters") an aggregate of
$150,000,000 in principal amount of its 6.75% Senior Notes due 2014 (the
"Notes"), subject to the terms and conditions set forth in this Underwriting
Agreement (this "Agreement"). Banc of America Securities LLC ("BAS"), Lehman
Brothers Inc. and Wachovia Capital Markets, LLC have agreed to act as
representatives of the several Underwriters (in such capacity, the
"Representatives") in connection with the offering and sale of the Notes. The
Notes will be guaranteed (collectively, the "Guarantees") by each of the
subsidiary guarantors named in Schedule B (the "Notes Guarantors"). The Notes
and the Guarantees are collectively referred to herein as the "Securities." The
Securities are to be issued pursuant to the provisions of a base indenture to be
dated as of January 23, 2006 (the "Base Indenture") among the Company, the Notes
Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as
amended and supplemented by a first supplemental indenture to be dated as of
January 23, 2006. The Base Indenture, as supplemented by the first supplemental
indenture, is referred to herein as the "Indenture."

         The Company hereby confirms its engagement of HSBC Securities (USA)
Inc. ("HSBC") as, and HSBC hereby confirms its agreement with the Company to
render services as, a "qualified independent underwriter," within the meaning of
Section (b)(15) of Conduct Rule 2720 of the National Association of Securities
Dealers, Inc. (the "NASD") with respect to the offering and sale of the Notes.
HSBC, solely in its capacity as the qualified independent underwriter and not
otherwise, is referred to herein as the "QIU." HSBC will not receive any


                                       1


compensation for serving as the QIU. The yield at which the Notes will be
distributed to the public shall not be lower than that recommended by the QIU.

         SECTION 1. Representations and Warranties of the Company and the Notes
Guarantors.

         The Company and each Notes Guarantor hereby, jointly and severally,
represent, warrant and covenant to each Underwriter as follows:

         (a) The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") an automatic shelf registration statement on Form
S-3 (Registration No. 333-131072), which contains a base prospectus (the "Base
Prospectus"), to be used in connection with the public offering and sale of the
Securities. Such registration statement, as amended, including the financial
statements, exhibits and schedules thereto, in the form in which it was declared
effective or is deemed effective by the Commission for purposes of Section 11 of
the Securities Act of 1933 and the rules and regulations promulgated thereunder
(collectively, the "Securities Act"), including any required information deemed
to be a part thereof at the time of effectiveness pursuant to Rule 430B under
the Securities Act or the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder (collectively, the "Exchange Act"), is called
the "Registration Statement." Any preliminary prospectus supplement to the Base
Prospectus that describes the Securities and the offering thereof and is used
prior to filing of the final prospectus relating to the Securities and the
offering thereof is called, together with the Base Prospectus, a "preliminary
prospectus." The term "Prospectus" shall mean the final prospectus relating to
the Securities and the offering thereof that is first filed pursuant to Rule
424(b) after the date and time that this Agreement is executed and delivered by
the parties hereto (the "Execution Time"). Any reference herein to the
Registration Statement, any preliminary prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any
amendment or supplement to any preliminary prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
preliminary prospectus or Prospectus, as the case may be, under the Exchange
Act, and incorporated by reference in such preliminary prospectus or Prospectus,
as the case may be; and any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Registration Statement that is incorporated by reference
in the Registration Statement.

         (b) Compliance with Registration Requirements. The Registration
Statement became effective upon filing with the Commission under the Securities
Act. No stop order suspending the effectiveness of the Registration Statement is
in effect and no proceedings for such purpose have been instituted or, to the
knowledge of the Company, are pending or are threatened by the Commission.

         Each preliminary prospectus and the Prospectus when filed complied or
will comply in all material respects with the Securities Act and, if filed by
electronic transmission pursuant to the Commission's Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR") (except for format and other variations
and except as may be permitted by Regulation S-T under




                                       2


the Securities Act), was or will be identical to the copy thereof delivered to
the Underwriters for use in connection with the offer and sale of the
Securities. Each of the Registration Statement and any post-effective amendment
thereto, at the time it became effective and at the date hereof, complied and
will comply in all material respects with the Securities Act and did not and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The Prospectus, as amended or supplemented, as of its date, at
the time of any filing pursuant to Rule 424(b) under the Securities Act and at
the Closing Date (as defined herein), did not and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading. The representations and warranties set forth in the
two immediately preceding sentences do not apply to (i) that part of the
Registration Statement which constitutes the Statement of Eligibility and
Qualification ("Form T-1") of the Trustee under the Trust Indenture Act of 1939,
as amended (the "TIA") or (ii) statements in or omissions from the Registration
Statement or any post-effective amendment thereto, or the Prospectus, or any
amendments or supplements thereto, made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing
through the Representatives by or on behalf of any Underwriter specifically for
use therein, it being understood and agreed that the only such information
furnished by the Representatives consists of the information described as such
in Section 7 hereof. There is no material contract or other material document
required to be described in the Prospectus or to be filed as an exhibit to the
Registration Statement by the Securities Act that has not been described or
filed as required or incorporated therein by reference as permitted by the
Securities Act.

         The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable. Any further documents so filed and incorporated
by reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable.

         (c) Company is Well-Known Seasoned Issuer. (i) At the time of filing
the Registration Statement, (ii) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Securities
Act (whether such amendment was by post-effective amendment, incorporated report
filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), (iii) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c) of the Securities Act)
made any offer relating to the Securities in reliance on the exemption of Rule
163 of the Securities Act, and (iv) at the Execution Time (with such date being
used as the determination date for purposes of this clause (iv)), the Company
was and is a "well-known seasoned issuer" as defined in Rule 405 of the
Securities Act. The Registration Statement is an "automatic shelf registration
statement," as defined in Rule 405 of the Securities Act, the Company has not
received from the Commission any notice pursuant to Rule 401(g)(2) of the
Securities Act objecting to use of the automatic shelf registration statement
form and the Company is eligible to use Form S-3 as the form for the
Registration Statement.



                                       3


         (d) Disclosure Package. The term "Disclosure Package" shall mean (i)
the Base Prospectus as supplemented by the preliminary prospectus supplement
dated January 18, 2006 relating to the Securities and the offering thereof and
filed by the Company with the Commission under Rule 424(b) of the Securities Act
on such date, (ii) the issuer free writing prospectuses as defined in Rule 433
of the Securities Act, if any, identified in Schedule C hereto (each, an "Issuer
Free Writing Prospectus"), (iii) any other free writing prospectus that the
parties hereto shall hereafter mutually expressly agree in writing to treat as
part of the Disclosure Package and (iv) the Final Term Sheet (as defined
herein), which also shall be identified in Schedule C hereto. As of 3:30 pm
(Eastern time) on the date of this Agreement (the "Applicable Time"), the
Disclosure Package did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or omissions
from the Disclosure Package based upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by or on behalf of any Underwriter
consists of the information described as such in Section 7 hereof.

         (e) Company Not Ineligible Issuer. (i) At the earliest time after the
filing of the Registration Statement covering the offering of the Securities
that the Company or another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2) of the Securities Act) and (ii) as of the date of
the execution and delivery of this Agreement (with such date being used as the
determination date for purposes of this clause (ii)), the Company was not and is
not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without
taking account of any determination by the Commission pursuant to Rule 405 of
the Securities Act that it is not necessary under the circumstances that the
Company be considered an Ineligible Issuer;

         (f) Issuer Free Writing Prospectuses. Neither any Issuer Free Writing
Prospectus nor the Final Term Sheet, as of its respective issue date and at all
subsequent times through the completion of the offering of the Securities or
until any earlier date that the Company notified or notifies the Representatives
as described in the next sentence, did not, does not and will not include any
information that conflicted, conflicts or will conflict with (within the meaning
of Rule 433(c) of the Securities Act) the information contained or incorporated
by reference in the Registration Statement that has not been superseded or
modified. If at any time following issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such
Issuer Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement, the Company has promptly notified or
will promptly notify the Representatives and has promptly amended or will
promptly amend or supplement, at its own expense, such Issuer Free Writing
Prospectus to eliminate or correct such conflict. The foregoing two sentences do
not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with written information furnished to the Company
by any Underwriter through the Representatives specifically for use therein, it
being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 7 hereof.

         (g) Accuracy of Statements in Prospectus. The statements in each of the
Disclosure Package and the Prospectus (or the documents incorporated by
reference therein) under the




                                       4


headings "Risk Factors -- We are subject to legal proceedings associated with
owning and managing correctional detention facilities," "Description of Notes,"
"Description of Proposed Credit Facility," "Certain U.S. Federal Income Tax
Considerations" and "ERISA Considerations," and insofar as such statements
purport to describe the provisions of laws, agreements, documents and
proceedings referred to therein, are accurate in all material respects.

         (h) Distribution of Offering Material By the Company. The Company has
not distributed and will not distribute, prior to the later of the Closing Date
(as defined below) and the completion of the Underwriters' distribution of the
Securities, any offering material in connection with the offering and sale of
the Securities other than a preliminary prospectus, the Prospectus, any Issuer
Free Writing Prospectus reviewed and consented to in writing by the
Representatives or included in Schedule C hereto or the Registration Statement.

         (i) Company and Subsidiaries Not an "Investment Company." Neither the
Company nor any of its subsidiaries is, or after giving effect to the offering
and sale of the Securities and upon application of the net proceeds therefrom as
described under the caption "Use of Proceeds" in each of the preliminary
prospectus and the Prospectus will be, an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         (j) Reporting Company. The Company is subject to Section 13 or 15(d) of
the Exchange Act.

         (k) Market and Customer Data. The market-related and customer-related
data and estimates included under the caption "Summary" in each of the
Disclosure Package and the Prospectus are based on or derived from sources which
the Company and the Notes Guarantors believe to be reliable and accurate in all
material respects.

         (l) Incorporation and Good Standing of the Company and its
Subsidiaries. The Company and each of its subsidiaries have been duly organized
and are validly existing as corporations, limited liability companies or limited
partnerships in good standing under the laws of their respective jurisdictions
of organization, are duly qualified to do business and are in good standing as
foreign corporations, limited liability companies or limited partnerships in
each jurisdiction in which their respective ownership or lease of property or
the conduct of their respective businesses requires such qualification, except
as would not, individually or in the aggregate, have a material adverse effect
on the consolidated financial position, stockholders' equity, results of
operations, business or prospects of the Company and its subsidiaries, taken as
a whole (a "Material Adverse Effect"), and have all corporate, limited liability
company or limited partnership power and authority, as applicable, necessary to
own or hold their respective properties and to conduct the businesses in which
they are presently engaged and none of the subsidiaries of the Company (other
than CCA of Tennessee, LLC., Prison Realty Management, Inc., CCA Properties of
America LLC, CCA Properties of Texas LP, CCA Western Properties, Inc., CCA
Properties of Arizona LLC, CCA Properties of Tennessee LLC, CCA International,
Inc., Technical and Business Institutes of America, Inc., TransCor America, LLC,
TransCor Puerto Rico, Inc., CCA (UK) Ltd., Vicor Investments PTY. Ltd.
(collectively, the "Significant Subsidiaries")) is a "significant subsidiary,"
as such term is defined in Rule 405 of the Securities Act.



                                       5


         (m) Capitalization and Other Capital Stock Matters. The Company has an
authorized capitalization as set forth in each of the Disclosure Package and the
Prospectus and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
and conform to the description thereof contained in each of the Disclosure
Package and the Prospectus; and all of the issued shares of capital stock of
each subsidiary of the Company have been duly and validly authorized and issued
and are fully paid and non-assessable and are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities or claims
except as set forth in each of the Disclosure Package and the Prospectus.

         (n) The Indenture -- Validity. The Company and each Notes Guarantor has
all requisite corporate, limited liability company or limited partnership power
and authority to enter into the Indenture. The Indenture has been duly and
validly authorized by the Company and each Notes Guarantor and, upon its
execution and delivery and, assuming due authorization, execution and delivery
by the Trustee, will constitute the valid and binding agreement of the Company
and each Notes Guarantor, enforceable against the Company and each Notes
Guarantor in accordance with its terms, except as such enforceability may be
limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors' rights generally
and by general equitable principles. The Indenture has been duly qualified under
the TIA and the rules and regulations of the Commission applicable to an
indenture that is qualified thereunder.

         (o) The Indenture -- Description. The Indenture will conform to the
description thereof in the Disclosure Package and the Prospectus in all material
respects.

         (p) The Notes -- Validity. The Company has all requisite corporate
power and authority to issue and sell the Notes. The Notes have been duly and
validly authorized by the Company and, when duly executed by the Company in
accordance with the terms of the Indenture, assuming due authentication of the
Notes by the Trustee, upon delivery to the Underwriters against payment therefor
in accordance with the terms of this Agreement, will be validly issued and
delivered, and will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture, enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and
other laws relating to or affecting creditors' rights generally and by general
equitable principles.

         (q) The Notes -- Description. The Notes will conform to the description
thereof in the Disclosure Package and the Prospectus in all material respects.

         (r) The Guarantees -- Validity. Each Notes Guarantor has all requisite
corporate, limited liability company or limited partnership power and authority
to issue the Guarantees. The Guarantees have been duly and validly authorized by
each Notes Guarantor and when duly executed and delivered by each Notes
Guarantor in accordance with the terms of the Indenture and upon the due
execution, authentication and delivery of the Notes in accordance with the
Indenture and the issuance of the Notes in the sale to the Underwriters
contemplated by this Agreement, will constitute valid and binding obligations of
each Notes Guarantor, enforceable against each Notes Guarantor in accordance
with their terms, except as such enforceability of the



                                       6


Notes Guarantors' obligations thereunder may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights generally and by general equitable
principles.

         (s) The Guarantees -- Description. The Guarantees will conform to the
description thereof in the Disclosure Package and the Prospectus in all material
respects.

         (t) The Underwriting Agreement. The Company and each Notes Guarantor
has all requisite corporate, limited liability company or limited partnership
power and authority to enter into this Agreement. This Agreement has been duly
authorized, executed and delivered by the Company and the Notes Guarantors.

         (u) Non-Contravention of Existing Instruments; No Further
Authorizations or Approvals Required. Neither the Company nor any of its
subsidiaries (i) is in violation of its charter or by-laws, (ii) is in default
and no event has occurred which, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or
by which it is bound or to which any of its properties or assets is subject or
(iii) except as described in the Disclosure Package and the Prospectus, is in
violation of any law, ordinance, governmental rule, regulation or court decree
to which it or its property or assets may be subject or has failed to obtain any
material license, permit, certificate, franchise or other governmental
authorization or permit necessary to the ownership of its property or to the
conduct of its business, except, with regard to (ii) and (iii) of this
paragraph, for such defaults, violations or failures that would not reasonably
be expected to have a Material Adverse Effect. The issue and sale of the Notes
and the Guarantees and the execution, delivery and performance of this
Agreement, the Indenture, the Notes, the Guarantees, and compliance by the
Company and the Notes Guarantors with all of the provisions of the Notes, the
Guarantees and the Indenture, by the Company and each of the Notes Guarantors,
as applicable, and this Agreement and the consummation of the transactions
contemplated hereby and thereby and the use of the net proceeds from the sale of
the Notes as described in the Disclosure Package and the Prospectus (i) will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company, or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, except where such conflict, breach,
violation or default would not have a Material Adverse Effect, (ii) result in
any violation of the provisions of the charter or by-laws of the Company or any
of its subsidiaries or (iii) result in any violation of any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties or assets, except where such conflict, breach, violation or default
would not have a Material Adverse Effect. Except for the registration of the
Securities under the Securities Act, no consent, approval, authorization or
order of, or filing, registration or qualification with any such court or
governmental agency or body is required for the issue and sale of the Notes and
the Guarantees or the consummation by the Company and the Notes Guarantors of
the transactions contemplated by this Agreement or the Indenture, except where
the failure to receive the required consent, approval, authorization, order,
filing, registration or qualification (other than as may be required under the
federal securities laws)


                                       7


would not have a Material Adverse Effect and such consents, approvals,
authorizations, orders, filings, registrations or qualifications as may be
required under state securities or blue sky laws in connection with the purchase
and distribution of the Notes by the Underwriters.

         (v) No Applicable Registration or Similar Rights. There are no
contracts, agreements or understanding between the Company, and subsidiary and
any person granting such person the right (other than rights that have been
waived or satisfied) to require the Company or any subsidiary to file a
registration statement under the Securities Act with respect to any securities
of the Company or any subsidiary owned or to be owned by such person or to
require the Company or any subsidiary to have such securities registered for
sale under the Registration Statement or included in the offering contemplated
by this Agreement, except for those registration rights as provided in the
registration rights agreements, dated December 31, 1998, as amended through the
date hereof, by and between the Company and PMI Mezzanine Fund, L.P., and the
registration rights agreement, dated as of December 31, 1998, by and between
Correctional Management Services Corporation, a predecessor of the Company, and
CFE, Inc., in any securities being registered pursuant to any other registration
statement filed by the Company or any Notes Guarantor under the Securities Act.

         (w) No loss or change. To our knowledge after reasonable investigation,
neither the Company, the Notes Guarantors nor any of their respective
subsidiaries has sustained, since the date of the latest audited financial
statements included or incorporated by reference in the Disclosure Package and
the Prospectus, any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, in each case otherwise
than as set forth or contemplated in the Disclosure Package and the Prospectus
and except where such loss or interference would not have a Material Adverse
Effect; and since such date, there has not been any change in the capitalization
or long-term debt of the Company, the Notes Guarantors or any of their
respective subsidiaries or any development in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company, the Notes Guarantors or their respective subsidiaries, otherwise
than as set forth or contemplated in the Disclosure Package and the Prospectus
or as would not have a Material Adverse Effect.

         (x) Financial Information. The historical consolidated financial
statements (including the related notes and supporting schedules) included or
incorporated by reference in the Prospectus and the Disclosure Package comply in
all material respects with the requirements of Regulation S-X under the
Securities Act applicable to registration statements on Form S-1 under the
Securities Act and present fairly, in all material respects, the consolidated
financial condition and results of operations of the entities purported to be
shown thereby at the dates and for the periods indicated and have been prepared
in all material respects in conformity with U.S. generally accepted accounting
principles applied on a consistent basis throughout the periods presented.

         (y) Independent Public Accountants. Ernst & Young LLP, who have
expressed their opinion with respect to the financial statements (which term as
used in this Agreement includes the related notes thereto) filed with the
Commission as a part of the Registration Statement and included in the
Disclosure Package and the Prospectus, are independent public accountants with
respect to the Company as required by the Securities Act and the Exchange Act.



                                       8


         (z) Title to Properties. Except as otherwise disclosed in the
Disclosure Package and the Prospectus, the Company and each of its subsidiaries
has good and valid title in fee simple to all real property and good and valid
title to all personal property owned by them, in each case free and clear of all
liens, encumbrances and defects except such as do not materially affect the
value of such property and do not materially interfere with the use made of such
property by the Company and each of its subsidiaries; and all real property and
buildings held under lease by the Company and each of its subsidiaries are held
by them under valid, subsisting and enforceable leases, with such exceptions as
are not material and do not interfere with the use made of such property and
buildings by the Company and its subsidiaries.

         (aa) Insurance. To their knowledge after reasonable investigation, the
Company and each of its subsidiaries carry, or are covered by, insurance in such
amounts and covering such risks as is adequate for the conduct of their
respective businesses and the value of their respective properties and as is
customary for companies engaged in similar businesses in similar industries.

         (bb) Intellectual Property Rights. The Company and each of its
subsidiaries own or possess adequate rights to use all material patents, patent
applications, trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights and licenses necessary for the conduct of
their respective businesses except where the failure to own or possess such
rights would not result in a Material Adverse Effect, and have no knowledge
after reasonable investigation that the conduct of their respective businesses
will conflict with, and have not received any notice of any claim of conflict
with, any such rights of others, which individually or in the aggregate, would
result in a Material Adverse Effect.

         (cc) No Material Actions or Proceedings. Except as otherwise disclosed
in the Disclosure Package, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of which
any property or assets of the Company or any of its subsidiaries is the subject
which, if determined adversely to the Company or any of its subsidiaries, would
reasonably be expected to have a Material Adverse Effect; and, except as
otherwise disclosed in the Disclosure Package, to the Company's and each
subsidiary's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

         (dd) Annual Report. There are no contracts or other documents that as
of the filing date of the annual report on Form 10-K would be required to be
filed as exhibits to a Company registration statement pursuant to Item 601(10)
of Regulation S-K that have not been so filed as of March 7, 2005.

         (ee) Labor Matters. No labor disturbance by the employees of the
Company or any subsidiary exists or, to the knowledge of the Company or any
subsidiary, is imminent which could reasonably be expected to have a Material
Adverse Effect.

         (ff) ERISA Compliance. The Company is in compliance in all material
respects with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published
interpretations thereunder ("ERISA"); no "reportable event" (as defined in
ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company or any subsidiary would have any liability; neither




                                       9


the Company nor any subsidiary has incurred and expects to incur liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any
"pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of
1986, as amended, including the regulations and published interpretations
thereunder (the "Code"); and each "pension plan" for which the Company or any
subsidiary would have any liability that is intended to be qualified under
Section 401(a) of the Code is so qualified in all material respects and nothing
has occurred, whether by action or by failure to act, which would cause the loss
of such qualification, except for such action or failure which would not result
in a Material Adverse Effect.

         (gg) List of Plans. Set forth on Exhibit D hereto is a list of each
employee pension or benefit plan with respect to which the Company or any
corporation considered an affiliate of the Company within the meaning of Section
407(d)(7) of ERISA is a party in interest or disqualified person.

         (hh) Tax Law Compliance. Except as described in the Disclosure Package,
the Company and each of its subsidiaries has filed all federal, state and local
income and franchise tax returns required to be filed (subject to extensions of
time for the proper filing of such returns) through the date hereof and has paid
all taxes as set forth in such returns, and no tax deficiency has been
determined adversely to the Company, or any of its subsidiaries (nor does the
Company or any of its subsidiaries have any knowledge of any tax deficiency)
which, if determined adversely to the Company or any of its subsidiaries, might
reasonably be expected to have a Material Adverse Effect.

         (ii) Issuance of Securities, Material Transactions and Dividends. Since
the date as of which information is given in the Disclosure Package through the
date hereof, and except as may otherwise be disclosed in the Disclosure Package,
neither the Company nor any Notes Guarantor has (i) issued or granted any
securities not otherwise in the ordinary course of business, (ii) incurred any
material liability or obligation, direct or contingent, other than liabilities
and obligations which were incurred in the ordinary course of business, (iii)
entered into any material transaction not in the ordinary course of business or
(iv) declared or paid any dividend on its capital stock not otherwise in the
ordinary course of business.

         (jj) Books and Records. The Company and each of its subsidiaries (i)
makes and keeps accurate books and records and (ii) maintains internal
accounting controls which provide reasonable assurance that (A) transactions are
executed in accordance with management's authorization, (B) transactions are
recorded as necessary to permit preparation of its financial statements and to
maintain accountability for its assets and (C) the reported accountability for
its assets is compared with existing assets at reasonable intervals.

         (kk) No Unlawful Contributions or Other Payments. To the knowledge of
the Company after reasonable investigation, neither the Company nor any of its
subsidiaries, nor any director, officer, agent, employee or other person
associated with or acting on behalf of the Company or any of its subsidiaries,
has used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of
the Foreign Corrupt Practices Act




                                       10


of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment.

         (ll) Internal Controls and Procedures. The Company has established and
maintains disclosure controls and procedures (as such term is defined in Rule
13a-15 under the Exchange Act), which (i) are designed to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to the Company's principal executive officer and its principal
financial officer by others within those entities, particularly during the
periods in which the periodic reports required under the Exchange Act are being
prepared; (ii) have been evaluated for effectiveness as of a date within 90 days
prior to the filing of the Company's most recent annual or quarterly report
filed with the Commission; and (iii) are effective in all material respects to
perform the functions for which they were established.

         (mm) No Material Weakness in Internal Controls. Based on the evaluation
of its disclosure controls and procedures, the Company is not aware of (i) any
significant deficiency in the design or operation of internal controls which
could adversely affect the Company's ability to record, process, summarize and
report financial data or any material weaknesses in internal controls, except as
disclosed in the Disclosure Package and the Prospectus; or (ii) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the Company's internal controls.

         (nn) No Significant Changes in Internal Controls. Since the date of the
most recent evaluation of such disclosure controls and procedures, there have
been no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         (oo) Sarbanes-Oxley Compliance. The Company and, to the knowledge of
the Company, its officers and its directors are in compliance in all material
respects with applicable provisions of the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act") and the rules and regulations promulgated in connection
therewith that are effective as of the date hereof.

         (pp) Compliance with Environmental Laws. There has been no storage,
disposal, generation, manufacture, refinement, transportation, handling or
treatment of toxic wastes, medical wastes, hazardous wastes or hazardous
substances by the Company or any of its subsidiaries (or, to the knowledge of
the Company or any of its subsidiaries or any of their predecessors in interest)
upon or from any of the property now or previously owned or leased by the
Company or any of its subsidiaries in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would
require remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial action
which would not have, or could not be reasonably likely to have, singularly or
in the aggregate with all such violations and remedial actions, a Material
Adverse Effect; there has been no material spill, discharge, leak, emission,
injection, escape, dumping or release of any kind onto such property or into the
environment surrounding such property of any toxic wastes, medical wastes, solid
wastes, hazardous wastes or hazardous substances due to or caused by the Company
or any of its subsidiaries or with respect to which the Company or any of its
subsidiaries have knowledge, except for any such spill, discharge, leak,
emission, injection,


                                       11


escape, dumping or release which would not have or would not be reasonably
likely to have, singularly or in the aggregate with all such spills, discharges,
leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse
Effect; and the terms "hazardous wastes", "toxic wastes", "hazardous substances"
and "medical wastes" shall have the meanings specified in any applicable local,
state, federal and foreign laws or regulations with respect to environmental
protection.

         (qq) No Price Stabilization or Manipulation. Neither the Company nor
any of its subsidiaries nor any of their respective affiliates has taken any
action which is designed to or which has constituted stabilization or
manipulation of the price of any security of the Company, the Notes Guarantors
or any of their respective subsidiaries to facilitate the sale or resale of the
Securities.

         (rr) No Restrictions on Dividends. No Restricted Subsidiary (as defined
in the Indenture) of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such Restricted Subsidiary's capital stock, from repaying to the
Company any loan or advances to such Restricted Subsidiary from the Company or
from transferring any of such Restricted Subsidiary's property or assets to the
Company or any other Restricted Subsidiary of the Company, except as described
in or contemplated by the Disclosure Package and the Prospectus or pursuant to
the provisions of (1) that certain indenture, dated May 7, 2003, governing the
Company's 7.50% Senior Notes due 2011, (2) that certain indenture, dated March
23, 2005, governing the Company's 6.25% Senior Notes due 2013 and (3) that
certain Third Amended and Restated Credit Agreement, dated May 3, 2002 by and
among the Company, Lehman Commercial Paper Inc. and other parties thereto, as
amended and restated from time to time.

         (ss) No Violation of Regulations. None of the transactions contemplated
by this Agreement (including without limitation, the use of the proceeds from
the sale of the Notes), will violate or result in a violation of Section 7 of
the Exchange Act, or any regulation promulgated thereunder, including, without
limitation, Regulations T, U, and X of the Board of Governors of the Federal
Reserve System.

         (tt) Assets of Notes Guarantors. Immediately after each of the Notes
Guarantors has entered into the Guarantee to which it is a party, (i) the fair
value of the assets of such Notes Guarantor will exceed the debts and
liabilities, subordinated, contingent or otherwise, of such Notes Guarantor,
(ii) the present fair saleable value of the property of such Notes Guarantor
will be greater than the amount that will be required to pay the probable
liabilities of such Notes Guarantor on its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities,
subordinated, contingent or otherwise, become absolute and matured, (iii) such
Notes Guarantor will be able to pay its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured, and (iv) such Notes Guarantor will not have an
unreasonably small capital with which to conduct the business in which it is
engaged as such business is conducted and is proposed to be conducted following
the Closing Date.



                                       12


         Neither the Company nor any of its subsidiaries intend, or intends to
permit any of its respective subsidiaries, to incur debts beyond its ability to
pay such debts as they mature, taking into account the timing and the amounts of
cash to be received by the Company or any of its subsidiaries and the timing and
the amounts of cash to be payable on or in respect of the Company's indebtedness
or the indebtedness of each subsidiary.

         (uu) Related-Party Transactions. No relationship, direct or indirect,
that would be required to be described under Item 404 of Regulation S-K
promulgated under the Securities Act, exists between or among the Company, any
Notes Guarantor on the one hand, and the directors, officers, stockholders,
customers or suppliers of the Company, or any Notes Guarantor on the other hand,
other than as described in the Disclosure Package and the Prospectus.

         (vv) Ratio of Earnings to Fixed Charges. The Company's ratio of
earnings to fixed charges set forth in each of the preliminary prospectus and
the Prospectus under the caption "Ratio of Earnings to Fixed Charges" and in
Exhibit 12 to the Registration Statement have been calculated in compliance in
all material respects with the requirements of Item 503(d) of Regulation S-K
under the Securities Act.

         Any certificate signed by an officer of the Company and delivered to
the Representatives or to counsel for the Underwriters in connection with this
Agreement shall be deemed to be a representation and warranty by the Company to
each Underwriter as to the matters set forth therein subject to the statements
and qualifications set forth therein.

         SECTION 2. Purchase, Sale and Delivery of the Securities.

         (a) The Notes. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Company agrees to issue and sell to the several
Underwriters the Notes upon the terms herein set forth, and the Underwriters
agree, severally and not jointly, to purchase from the Company the respective
aggregate principal amount of Notes set forth opposite their names on Schedule
A. The purchase price per Note to be paid by the several Underwriters to the
Company shall be equal to 98.5% of the principal amount thereof.

         (b) The Closing Date. Delivery of the Securities to be purchased by the
Underwriters and payment therefor shall be made at the offices of Latham &
Watkins LLP, 885 Third Avenue, New York, New York 10022 (or such other place as
may be agreed to by the Company and the Representatives) at 9:00 a.m. New York
time, on January 23, 2006, or such other time and date as the Representatives
and the Company shall agree (the time and date of such closing are called the
"Closing Date").

         (c) Public Offering of the Notes. The Representatives hereby advise the
Company that the Underwriters intend to offer for sale to the public, as
described in the Disclosure Package and the Prospectus, their respective
portions of the Notes as soon after this Agreement has been executed, the
Representatives, in their sole judgment, have determined is advisable and
practicable.



                                       13


         (d) Payment for the Notes. Payment for the Notes shall be made on the
Closing Date by wire transfer of immediately available funds to the order of the
Company.

         It is understood that the Representatives have been authorized, for
their own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the
Notes. BAS, individually and not as the Representative of the Underwriters, may
(but shall not be obligated to) make payment for any Notes to be purchased by
any Underwriter whose funds shall not have been received by the Representatives
by the Closing Date for the account of such Underwriter, but any such payment
shall not relieve such Underwriter from any of its obligations under this
Agreement.

         (e) Delivery of the Notes. Delivery of the Notes shall be made through
the facilities of The Depository Trust Company ("DTC") unless the
Representatives shall otherwise instruct. Time shall be of the essence, and
delivery at the time and place specified in this Agreement is a further
condition to the obligations of the Underwriters.

         (f) Delivery of Prospectus to the Underwriters. Not later than 10:00
a.m. on the second business day following the date the Notes are first released
by the Underwriters for sale to the public, the Company shall deliver or cause
to be delivered copies of the Prospectus in such quantities and at such places
as the Representatives shall reasonably request.

         SECTION 3. Covenants of the Company and the Notes Guarantors. The
Company and the Notes Guarantors, jointly and severally, covenant and agree with
each of the Underwriters as follows:

         (a) Representatives' Review of Proposed Amendments and Supplements.
During the period beginning on the Applicable Time and ending on the later of
the Closing Date or such date, as in the opinion of counsel for the
Underwriters, the Prospectus is no longer required by law to be delivered in
connection with sales by an Underwriter or dealer, including in circumstances
where such requirement may be satisfied pursuant to Rule 172 (the "Prospectus
Delivery Period"), prior to amending or supplementing the Registration
Statement, the Disclosure Package or the Prospectus, the Company shall furnish
to the Representatives for review a copy of each such proposed amendment or
supplement, and the Company shall not file or use any such proposed amendment or
supplement to which the Representatives reasonably object.

         (b) Securities Act Compliance. During the Prospectus Delivery Period,
the Company shall promptly advise the Representatives in writing (i) when the
Registration Statement, if not effective at the Execution Time, shall have
become effective, (ii) of the receipt of any comments of, or requests for
additional or supplemental information from, the Commission, (iii) of the time
and date of any filing of any post-effective amendment to the Registration
Statement or any amendment or supplement to any preliminary prospectus or the
Prospectus, (iv) of the time and date that any post-effective amendment to the
Registration Statement becomes effective, and (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or of any order or notice preventing or suspending the use of the
Registration Statement, any preliminary prospectus or the Prospectus, or of any
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for


                                       14


sale in any jurisdiction or of the threatening or initiation of any proceedings
for any of such purposes. The Company shall use commercially reasonable efforts
to prevent the issuance of any such stop order or prevention or suspension of
such use. If the Commission shall enter any such stop order or order or notice
of prevention or suspension at any time, the Company will use commercially
reasonable efforts to promptly obtain the lifting of such order. Additionally,
the Company agrees that it shall comply with the provisions of Rules 424(b) and
430B, as applicable, under the Securities Act, and will use commercially
reasonable efforts to confirm that any filings made by the Company under such
Rule 424(b) were received in a timely manner by the Commission.

         (c) Exchange Act Compliance. During the Prospectus Delivery Period, the
Company will file, on a timely basis, with the Commission and the New York Stock
Exchange all reports and documents required to be filed under the Exchange Act
in the manner and within the time periods required by the Exchange Act.

         (d) Final Term Sheet. The Company will prepare a final term sheet
containing solely a description of the Notes, including the price at which the
Notes are to be sold to the public, in a form approved by the Representatives,
and will file such term sheet pursuant to Rule 433(d) under the Securities Act
within the time required by such rule (such term sheet, the "Final Term Sheet").

         (e) Permitted Free Writing Prospectuses. The Company represents that it
has not made, and agrees that, unless it obtains the prior written consent of
the Representatives, it will not make, any offer relating to the Securities that
would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a "free writing prospectus" (as defined in Rule 405 of the Securities
Act) required to be filed by the Company with the Commission or retained by the
Company under Rule 433 of the Securities Act; provided that the prior written
consent of the Representatives hereto shall be deemed to have been given in
respect of the Free Writing Prospectuses included in Schedule C hereto; and
provided further that no such prior written consent shall be required for the
Final Term Sheet. Any such free writing prospectus consented to by the
Representatives is hereinafter referred to as a "Permitted Free Writing
Prospectus." The Company agrees that (i) it has treated and will treat, as the
case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, and (ii) has complied and will comply, as the case may be, with the
requirements of Rules 164 and 433 of the Securities Act applicable to any
Permitted Free Writing Prospectus, including in respect of timely filing with
the Commission, legending and record keeping. The Company consents to the use by
any Underwriter of a free writing prospectus that (1) is not an "issuer free
writing prospectus" as defined in Rule 433 and (2) contains only (i) information
describing the preliminary terms of the Securities or the offering, (ii)
information that describes the final terms of the Securities or the offering and
that is included in the Final Term Sheet of the Company contemplated in Section
3(d) or (iii) information permitted under Rule 134 under the Securities Act;
provided that each Underwriter severally covenants with the Company not to take
any action without the Company's consent which consent shall be confirmed in
writing that would result in the Company being required to file with the
Commission under Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not be
required to be filed by the Company thereunder, but for the action of the
Underwriter.


                                       15


         (f) Amendments and Supplements to the Registration Statement,
Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery
Period, any event or development shall occur or condition exist as a result of
which the Disclosure Package or the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein in light of the
circumstances under which they were made or then prevailing, as the case may be,
not misleading, or if it shall be necessary to amend or supplement the
Disclosure Package or the Prospectus, or to file under the Exchange Act any
document that will be or be deemed to be incorporated by reference in the
Disclosure Package or the Prospectus, in order to make the statements therein,
in light of the circumstances under which they were made or then prevailing, as
the case may be, not misleading, or if in the reasonable opinion of the
Representatives it is otherwise necessary to amend or supplement the
Registration Statement, the Disclosure Package or the Prospectus, or to file
under the Exchange Act any document that will be or be deemed to be incorporated
by reference in the Disclosure Package or the Prospectus, or, at the Company's
option, to file a new registration statement containing the Prospectus, in order
to comply with law, including in connection with the delivery of the Prospectus,
the Company agrees to (i) notify the Representatives of any such event or
condition and (ii) promptly prepare (subject to Sections 3(a) and 3(e) hereof),
file with the Commission (and use commercially reasonable efforts to have any
amendment to the Registration Statement or any new registration statement be
declared effective) and furnish at its own expense to the Underwriters and to
dealers, amendments or supplements to the Registration Statement, the Disclosure
Package or the Prospectus, or any new registration statement, necessary in order
to make the statements in the Disclosure Package or the Prospectus as so amended
or supplemented, in light of the circumstances under which they were made or
then prevailing, as the case may be, not misleading or so that the Registration
Statement, the Disclosure Package or the Prospectus, as amended or supplemented,
will comply with law.

         (g) Copies of any Amendments and Supplements to the Prospectus. The
Company agrees to furnish the Representatives, without charge, during the
Prospectus Delivery Period, as many copies of the Prospectus and any amendments
and supplements thereto (including any documents incorporated or deemed
incorporated by reference therein) and the Disclosure Package as the
Representatives may request.

         (h) Copies of the Registration Statement and the Prospectus. The
Company will furnish to the Representatives and counsel for the Underwriters
signed copies of the Registration Statement.

         (i) Blue Sky Compliance. The Company shall cooperate with the
Representatives and counsel for the Underwriters to qualify or register the
Securities for sale under (or obtain exemptions from the application of) the
state securities or blue sky laws or Canadian provincial securities laws of
those jurisdictions designated by the Representatives, shall comply in all
material respects with such laws and shall continue such qualifications,
registrations and exemptions in effect so long as required for the distribution
of the Securities. The Company shall not be required to qualify as a foreign
corporation or to take any action that would subject it to general service of
process in any such jurisdiction where it is not presently qualified or where it
would be subject to taxation as a foreign corporation, other than those arising
out of the offering or sale of the Securities in any jurisdiction where it is
not now so subject. The Company



                                       16


will advise the Representatives promptly of the suspension of the qualification
or registration of (or any such exemption relating to) the Securities for
offering, sale or trading in any jurisdiction or any initiation or threat of any
proceeding for any such purpose, and in the event of the issuance of any order
suspending such qualification, registration or exemption, the Company shall use
its commercially reasonable efforts to promptly obtain the withdrawal thereof.

         (j) Use of Proceeds. The Company shall apply the net proceeds from the
sale of the Securities sold by it in the manner described under the caption "Use
of Proceeds" in each of the Disclosure Package and the Prospectus.

         (k) Agreement Not to Offer or Sell Additional Securities. During the
period of 90 days following the date of the Prospectus, the Company will not,
without the prior written consent of BAS (which consent may be withheld at the
sole discretion of BAS), directly or indirectly, sell, offer, contract or grant
any option to sell, pledge, transfer or establish an open "put equivalent
position" within the meaning of Rule 16a-1 under the Exchange Act, or otherwise
dispose of or transfer, or announce the offering of, or file any registration
statement under the Securities Act in respect of, any debt securities of the
Company or securities exchangeable for or convertible into debt securities of
the Company (other than as contemplated by this Agreement).

         (l) DTC Approval. The Company shall use commercially reasonable efforts
to obtain the approval of DTC to permit the Notes to be eligible for
"book-entry" transfer and settlement through the facilities of DTC.

         (m) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an
earnings statement (which need not be audited) covering a twelve-month period
that satisfies the provisions of Section 11(a) of the Securities Act and Rule
158 under the Securities Act.

         (n) Filing Fees. The Company agrees to pay the required Commission
filing fees relating to the Securities (or, alternatively, offset such fees in
accordance with Rule 457(p) of the Securities Act) within the time required by
Rule 456(b)(1) of the Securities Act without regard to the proviso therein and
otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act.

         (o) Future Reports to Stockholders. During the period of two years
hereafter the Company will furnish to the Representatives (i) to the extent not
available on EDGAR, as soon as practicable after the end of each fiscal year,
copies of the Annual Report of the Company containing the balance sheet of the
Company as of the close of such fiscal year and statements of income,
stockholders' equity and cash flows for the year then ended and the opinion
thereon of the Company's independent public or certified public accountants;
(ii) to the extent not available on EDGAR, as soon as practicable after the
filing thereof, copies of each proxy statement, Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed
by the Company with the Commission, the NASD or any securities exchange; and
(iii) to the extent not available on EDGAR, as soon as available, copies of any
publicly available report or communication of the Company mailed generally to
holders of its capital stock.


                                       17


         (p) Investment Limitation. The Company shall not invest or otherwise
use the proceeds received by the Company from its sale of the Securities in such
a manner as would require the Company or any of its subsidiaries to register as
an investment company under the Investment Company Act.

         (q) Use of Preliminary Prospectus. The Company consents to the use and
delivery of any preliminary prospectus by the Representatives in accordance with
Rule 430 and Section 5(b) of the Securities Act.

         (r) No Manipulation of Price. The Company will not take, directly or
indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any securities of
the Company to facilitate the sale or resale of the Securities; provided,
however, that this paragraph shall not apply to any stabilization or
manipulation activities conducted by the Underwriters, who shall remain solely
responsible for such activities.

          SECTION 4. Payment of Expenses. Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement becomes
effective or is terminated, the Company and the Notes Guarantors, jointly and
severally, agree, to pay all costs, expenses, fees and taxes incident to and in
connection with: (i) the preparation, printing, filing and distribution of the
Registration Statement (including financial statements, exhibits, schedules,
consents and certificates of experts), each Issuer Free Writing Prospectus, each
preliminary prospectus and the Prospectus, and all amendments and supplements
thereto (including the fees, disbursements and expenses of the Company's
accountants and counsel, but not, however, legal fees and expenses of the
Underwriters' counsel incurred in connection therewith); (ii) the preparation,
printing (including, without limitation, word processing and duplication costs)
and delivery of any Agreement among Underwriters, this Agreement, the Indenture,
any blue sky memorandum and all other agreements, memoranda, correspondence and
other documents printed and delivered in connection therewith (but not, however,
legal fees and expenses of the Underwriters' counsel incurred in connection with
any of the foregoing other than fees of such counsel plus reasonable
disbursements incurred in connection with the preparation, printing and delivery
of such blue sky memoranda); (iii) the issuance and delivery by the Company of
the Notes and by the Notes Guarantors of the Guarantees and any taxes payable in
connection therewith; (iv) the qualification of the Securities for offer and
sale under the securities or blue sky laws of the several states (including,
without limitation, the reasonable fees and disbursements of the Underwriters'
counsel relating to such registration or qualification); (v) the preparation of
certificates for the Securities (including, without limitation, printing and
engraving thereof); (vi) the approval of the Notes by DTC for "book-entry"
transfer (including fees and expenses of counsel); (vii) the rating of the
Notes; (viii) the obligations of the Trustee, any agent of the Trustee and the
counsel for the Trustee in connection with the Indenture and the Securities;
(ix) Item 14 of Part II of the Registration Statement; and (x) the performance
by the Company and the Notes Guarantors of their other obligations under this
Agreement. It is understood, however, that, except as provided in this Section
4, Sections 6, 7 and 8 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees and expenses of their counsel.


                                       18


         SECTION 5. Conditions to the Obligations of the Underwriters. The
obligations of the several Underwriters hereunder shall be subject to the
accuracy, when made and on and as of the Closing Date, of the representations
and warranties of the Company and each Notes Guarantor contained herein, to the
performance by the Company and each Notes Guarantor of their respective
obligations hereunder, and to each of the following additional conditions:

         (a) Accountants' Comfort Letter. On the date hereof, the
Representatives shall have received from Ernst & Young LLP, independent public
accountants for the Company, a letter dated the date hereof addressed to the
Underwriters, the form of which is attached as Exhibit A.

         (b) CFO Certificate. On the date hereof, the Representatives shall have
received from the Chief Financial Officer of the Company, a certificate dated
the date hereof addressed to the Underwriters, the form of which is attached as
Exhibit E-1. On the Closing Date, the Representatives shall have received from
the Chief Financial Officer of the Company, a certificate dated such date, the
form of which is attached as Exhibit E-2, to the effect that he reaffirms in all
material respects the statements made in the certificate furnished by him
pursuant to the previous sentence of this subsection (b), except that the
specified date referred to in paragraph 3 therein for carrying out of procedures
shall be no more than three business days prior to the Closing Date.

         (c) Compliance with Registration Requirements; No Stop Order. For the
period from and after effectiveness of this Agreement and prior to the Closing
Date:

                  (i) the Company shall have filed the Prospectus with the
         Commission (including the information required by Rule 430B under the
         Securities Act) in the manner and within the time period required by
         Rule 424(b) under the Securities Act;

                  (ii) the Final Term Sheet, and any other material required to
         be filed by the Company pursuant to Rule 433(d) under the Securities
         Act, shall have been filed with the Commission within the applicable
         time periods prescribed for such filings under such Rule 433; and

                  (iii) no stop order suspending the effectiveness of the
         Registration Statement, or any post-effective amendment to the
         Registration Statement, shall be in effect and no proceedings for such
         purpose shall have been instituted or threatened by the Commission; and
         the Company shall not have received from the Commission any notice
         pursuant to Rule 401(g)(2) of the Securities Act objecting to use of
         the automatic shelf registration statement form.

         (d) No Material Adverse Change. (i) Neither the Company, any Notes
Guarantor nor any of their respective subsidiaries shall have sustained, since
the date of the latest audited financial statements included or incorporated by
reference in the Disclosure Package and the Prospectus, any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, which loss or interference could
reasonably be expected to have a Material Adverse Effect otherwise than as set
forth or contemplated in the Disclosure Package and the Prospectus; and (ii)
since such date, there shall not have been any change in the




                                       19


capital stock or long-term debt of the Company, any Notes Guarantor or any of
their respective subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Disclosure Package and the Prospectus.

         (e) No Ratings Agency Change. Subsequent to the execution and delivery
of this Agreement (i) no downgrading shall have occurred in the rating according
the Company's senior unsecured debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization
shall have publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any of the Company's senior
unsecured debt securities.

         (f) Opinion of Counsel for the Company. On the Closing Date, the
Representatives shall have received the opinion of Bass Berry & Sims PLC,
counsel for the Company, dated as of such Closing Date, the form of which is
attached as Exhibit B.

         (g) Opinion of Maryland Counsel for the Company. On the Closing Date,
the Representatives shall have received the opinion of Miles & Stockbridge PC,
counsel for the Company, dated as of such Closing Date, the form of which is
attached as Exhibit C.

         (h) Opinion of Counsel for the Underwriters. On the Closing Date, the
Representatives shall have received the opinion of Latham & Watkins LLP, counsel
for the Underwriters, dated as of the Closing Date, in form and substance
reasonably satisfactory to, and addressed to, the Representatives, with respect
to the issuance and sale of the Notes, the Registration Statement, the
Prospectus (together with any supplement thereto), the Disclosure Package and
other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.

         (i) Officers' Certificate. On the Closing Date, the Representatives
shall have received a written certificate executed by the Chairman of the Board,
Chief Executive Officer or President of the Company and the Chief Financial
Officer or Chief Accounting Officer of the Company, dated as of the Closing
Date, to the effect that the signers of such certificate have carefully examined
the Registration Statement, the Prospectus and any amendment or supplement
thereto, any Issuer Free Writing Prospectus and any amendment or supplement
thereto and this Agreement, to the effect that:

                  (i) the representations, warranties and covenants of the
         Company set forth in Section 1 of this Agreement are true and correct
         on and as of the Closing Date with the same force and effect as though
         expressly made on and as of such Closing Date; and

                  (iii) the Company has complied with all the agreements
         hereunder and satisfied all the conditions set forth in Sections 5(c),
         (d) and (e) at or prior to such Closing Date.

         (j) Bring-down Comfort Letter. On the Closing Date, the Representatives
shall have received from Ernst & Young LLP, independent public accountants for
the Company, a letter



                                       20


dated such date, in form and substance satisfactory to the Representatives, to
the effect that they reaffirm the statements made in the letter furnished by
them pursuant to subsection (a) of this Section 5, except that the specified
date referred to therein for the carrying out of procedures shall be no more
than three business days prior to the Closing Date.

         (k) Indenture. The Company, the Notes Guarantors and the Trustee shall
have executed and delivered the Indenture, and the Representatives shall have
received an original copy thereof, duly executed by the Company, the Notes
Guarantors and the Trustee.

         (l) DTC Approval. On or before the Closing Date, DTC shall have
accepted the Securities for "book-entry" transfer and settlement through the
facilities of DTC.

         (m) QIU Certificate. On the date hereof, the Representatives shall have
received from the QIU, as qualified independent underwriter, a letter dated the
date hereof addressed to the Underwriters, in form and substance satisfactory to
the Representatives.

         (n) Additional Documents. On or before the Closing Date, the
Representatives and counsel for the Underwriters shall have received such
information, documents and opinions as they may reasonably require for the
purpose of enabling them to pass upon the issuance and sale of the Securities as
contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or
agreements, herein contained.

         If any condition specified in this Section 5 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company at any time on or prior to the Closing
Date, which termination shall be without liability on the part of any party to
any other party, except that Sections 4, 6, 7, 8 and 11 through 17 hereof shall
at all times be effective and shall survive such termination.

         SECTION 6. Reimbursement of Underwriters' Expenses. If this Agreement
is terminated by the Representatives pursuant to Section 5 hereof, or if the
sale to the Underwriters of the Notes on the Closing Date is not consummated
because of any refusal, inability or failure on the part of the Company or any
Notes Guarantor to perform any agreement herein or to comply with any provision
hereof, the Company and the Notes Guarantors agree to reimburse the
Representatives and the other Underwriters (or such Underwriters as have
terminated this Agreement with respect to themselves), severally, upon demand
for all reasonable out-of-pocket expenses that shall have been reasonably
incurred by the Representatives and the Underwriters in connection with the
proposed purchase and the offering and sale of the Notes, including but not
limited to, reasonable fees and disbursements of counsel, printing expenses,
travel expenses, postage, facsimile and telephone charges. If this Agreement is
terminated pursuant to Section 9 by reason of the default of one or more
Underwriters, the Company and the Notes Guarantors shall not be obligated to
reimburse any defaulting Underwriter on account of those expenses.

         SECTION 7. Indemnification.

         (a) Indemnification of the Underwriters. The Company and each of the
Notes Guarantors agree to indemnify and hold harmless each Underwriter, its
directors, officers, employees and agents, and each person, if any, who controls
any Underwriter within the




                                       21


meaning of the Securities Act and the Exchange Act against any loss, claim,
damage, liability or expense, as incurred, to which such Underwriter, its
directors, officers, employees, agents or such controlling person may become
subject, insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (i) upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereto, including any information
deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under
the Securities Act, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii) upon any untrue statement or alleged untrue statement of
a material fact contained in any Issuer Free Writing Prospectus, the information
contained in the Final Term Sheet, any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, and to
reimburse each Underwriter, its directors, officers, employees, agents and each
such controlling person for any and all expenses (including the fees and
disbursements of counsel chosen by BAS) as such expenses are reasonably incurred
by such Underwriter, or its officers, directors, employees and agents or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the
Representatives expressly for use in the Registration Statement, any Issuer Free
Writing Prospectus, any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto). The indemnity agreement set forth in this
Section 7(a) shall be in addition to any liabilities that the Company may
otherwise have.

         (b) Indemnification of the Company, the Notes Guarantors and their
respective Directors and Officers. Each Underwriter agrees, severally and not
jointly, to indemnify and hold harmless the Company and the Notes Guarantors,
each of their directors, each of their officers who signed the Registration
Statement and each person, if any, who controls the Company or one of the Notes
Guarantors within the meaning of the Securities Act or the Exchange Act, against
any loss, claim, damage, liability or expense, as incurred, to which the
Company, or any such director, officer or controlling person may become subject,
insofar as such loss, claim, damage, liability or expense (or actions in respect
thereof as contemplated below) arises out of or is based (i) upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereto, including any information
deemed to be a part thereof pursuant to Rule 430B or Rule 430C under the
Securities Act, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (ii) upon any untrue statement or alleged untrue statement of a
material fact contained in any Issuer Free Writing Prospectus, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading, in each case to the extent, and only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Issuer Free Writing
Prospectus, any preliminary prospectus or the Prospectus (or any amendment or



                                       22


supplement thereto), in reliance upon and in conformity with written information
furnished to the Company by the Representatives expressly for use therein; and
to reimburse the Company and the Notes Guarantors, or any such director, officer
or controlling person for any legal and other expense reasonably incurred by the
Company and the Notes Guarantors, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The Company
hereby acknowledges that the only information that the Underwriters have
furnished to the Company expressly for use in the Registration Statement, any
Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) are the statements set forth in the table
following the first paragraph and in the third and ninth paragraphs under the
caption "Underwriting" in the prospectus supplement; the indemnity agreement set
forth in this Section 7(b) shall be in addition to any liabilities that each
Underwriter may otherwise have.

         (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the failure
to so notify the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any liability other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (other than local counsel), reasonably approved by the
indemnifying party (or by BAS in the case of Section 9), representing the
indemnified parties who are parties to such action) or (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within



                                       23


a reasonable time after notice of commencement of the action, in each of which
cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.

         (d) Settlements. The indemnifying party under this Section 7 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section
7(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent (i) includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such action, suit or proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.

         (e) Indemnification of the QIU. Without limitation and in addition to
its obligation under the other subsections of this Section 7, the Company agrees
to indemnify and hold harmless the QIU, its directors, officers, employees and
agents and each person, if any, who controls the QIU within the meaning of the
Securities Act or the Exchange Act from and against any loss, claim, damage,
liabilities or expense, as incurred, arising out of or based upon the QIU's
acting as a "qualified independent underwriter" (within the meaning of Section
(b)(15) of NASD Conduct Rule 2720) in connection with the offering contemplated
by this Agreement, and agrees to reimburse each such indemnified person for any
legal or other expense reasonably incurred by them in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or expense results from the gross negligence or willful misconduct of
the QIU.

         SECTION 8. Contribution. If the indemnification provided for in Section
7 is for any reason unavailable to or otherwise insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Notes Guarantors, on the one hand, and
the Underwriters, on the other hand, from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Notes Guarantors, on the one
hand, and the Underwriters, on the other hand, in


                                       24

connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Notes
Guarantors, on the one hand, and the Underwriters, on the other hand, in
connection with the offering of the Securities pursuant to this Agreement shall
be deemed to be in the same respective proportions as the total net proceeds
from the offering of the Securities pursuant to this Agreement (before deducting
expenses) received by the Company and the Notes Guarantors, and the total
underwriting discount received by the Underwriters, in each case as set forth on
the front cover page of the Prospectus bear to the aggregate initial public
offering price of the Securities as set forth on such cover. The relative fault
of the Company and the Notes Guarantors, on the one hand, and the Underwriters,
on the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact or any such inaccurate or
alleged inaccurate representation or warranty relates to information supplied by
the Company and the Notes Guarantors, on the one hand, or the Underwriters, on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 7(c), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
Section 7(c) with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 8; provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 7(c) for purposes of indemnification.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 8.

         Notwithstanding the provisions of this Section 8, no Underwriter shall
be required to contribute any amount in excess of the underwriting commissions
received by such Underwriter in connection with the Securities underwritten by
it and distributed to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 8 are several, and not joint, in proportion to their
respective underwriting commitments as set forth opposite their names in
Schedule A. For purposes of this Section 8, each director, officer, employee and
agent of an Underwriter and each person, if any, who controls an Underwriter
within the meaning of the Securities Act and the Exchange Act shall have the
same rights to contribution as such Underwriter, and each director, officer and
employee of the Company and the Notes Guarantors, and each person, if any, who
controls the Company and the Notes Guarantors within the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution
as the Company and the Notes Guarantors.



                                       25


         SECTION 9. Default of One or More of the Several Underwriters. If, on
the Closing Date, any one or more of the several Underwriters shall fail or
refuse to purchase Securities that it or they have agreed to purchase hereunder
on such date, and the aggregate principal amount of Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
does not exceed 10% of the aggregate principal amount of the Securities to be
purchased on such date, the other Underwriters shall be obligated, severally, in
the proportions that the number of Securities set forth opposite their
respective names on Schedule A bears to the aggregate principal amount of
Securities set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as may be specified by the Representatives with the
consent of the non-defaulting Underwriters, to purchase the Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date. If, on the Closing Date, any one or more of the
Underwriters shall fail or refuse to purchase Securities and the principal
amount of Securities with respect to which such default occurs exceeds 10% of
the principal amount of Securities to be purchased on such date, and
arrangements satisfactory to the Representatives and the Company for the
purchase of such Securities are not made within 48 hours after such default,
this Agreement shall terminate without liability of any party to any other party
except that the provisions of Sections 4, 6, 7, 8 and 11 through 17 hereof shall
at all times be effective and shall survive such termination. In any such case
either the Representatives or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days in order that the
required changes, if any, to the Registration Statement and the Prospectus or
any other documents or arrangements may be effected.

         As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
9. Any action taken under this Section 9 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

         SECTION 10. Termination of this Agreement. Prior to the Closing Date
this Agreement may be terminated by the Representatives by notice given to the
Company if at any time (i) trading in any of the Company's securities shall have
been suspended or limited by the Commission or by the New York Stock Exchange
(the "NYSE"), or trading in securities generally on the NYSE, the American Stock
Exchange or the over-the-counter market shall have been suspended, or minimum
prices shall have been established on any of such stock exchanges or markets by
the Commission or the NASD; (ii) a general banking moratorium shall have been
declared by federal or New York authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States has occurred; (iii) the United States shall have become engaged in new
hostilities, there shall have been an escalation in existing hostilities
involving the United States or there shall have been a declaration of a national
emergency or war by the United States or there shall have occurred any other
significant calamity or crisis (including, without limitation, as a result of
terrorist activities); or (iv) there shall have occurred such a material adverse
change in general economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United States shall be
such) as to make it, in the judgment of the Representatives, impractical or
inadvisable to proceed with the public offering or delivery of the Securities
being delivered on the Closing Date on the terms and in the manner contemplated
in the Prospectus. Any termination pursuant to this Section 10 shall be without
liability on the part of (a) the Company or the Notes Guarantors to any
Underwriter, except that the Company shall be obligated to reimburse the
expenses of the



                                       26


Representatives and the Underwriters pursuant to Sections 4 and 6 hereof or (b)
any Underwriter to the Company or the Notes Guarantors.

         SECTION 11. No Agency or Fiduciary Responsibility. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the
Company may have against the several Underwriters with respect to any breach or
alleged breach of agency or fiduciary duty.

         SECTION 12. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers and of the several Underwriters set
forth in or made pursuant to this Agreement (i) will remain in full force and
effect, regardless of any (A) investigation made by or on behalf of any
Underwriter, the officers or employees of any Underwriter, the QIU, the officers
or employees of any Underwriter or the QIU, or the Company, the officers or
employees of the Company, or any person controlling the Company, as the case may
be or (B) acceptance of the Securities and payment for them hereunder and (ii)
will survive delivery of and payment for the Securities sold hereunder and any
termination of this Agreement.

         SECTION 13. Notices. All communications hereunder shall be in writing
and shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

         If to the Representatives:
              Banc of America Securities LLC
              9 West 57th Street
              New York, NY  10019
              Facsimile: (212) 901-7897
              Attention: Legal Department

              with a copy to:

                  Latham & Watkins LLP
                  885 Third Avenue
                  New York, New York 10022
                  Facsimile: (212) 751-4864
                  Attention: Robert A. Zuccaro

         If to the QIU:

                  HSBC Securities (USA) Inc.
                  452 Fifth Avenue, 3rd Floor
                  New York, NY 10018
                  Facsimile: (646) 366-3338
                  Attention: Andrew Lazerus



                                       27


         If to the Company:

                  Corrections Corporation of America
                  10 Burton Hills Boulevard
                  Nashville, Tennessee 37215
                  Facsimile: (615) 263-3170
                  Attention: Irving E. Lingo, Jr.

              with a copy to:

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

         Any party hereto may change the address for receipt of communications
by giving written notice to the others.

         SECTION 14. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 9 hereof, and to the benefit of (i) the Company and the
Notes Guarantors, their directors, officers and employees, and any person who
controls the Company or any of the Notes Guarantors within the meaning of the
Securities Act and the Exchange Act, (ii) the Underwriters, the officers,
directors, employees and agents of the Underwriters, and each person, if any,
who controls any Underwriter within the meaning of the Securities Act and the
Exchange Act, (iii) the QIU, the QIU's officers, directors, employees and
agents, and each person, if any, who controls the QIU within the meaning of the
Securities Act and the Exchange Act, and (iv) the respective successors and
assigns of any of the above, all as and to the extent provided in this
Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Securities from any of the several Underwriters merely
because of such purchase.

         SECTION 15. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

         SECTION 16. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

         SECTION 17. General Provisions. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures



                                       28


thereto and hereto were upon the same instrument. This Agreement may not be
amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. The Section headings herein
are for the convenience of the parties only and shall not affect the
construction or interpretation of this Agreement.

         This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the several Underwriters, or
any of them, with respect to the subject matter hereof.

         Each of the parties hereto acknowledges that it is a sophisticated
business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the
indemnification provisions of Section 7 and the contribution provisions of
Section 8, and is fully informed regarding said provisions. Each of the parties
hereto further acknowledges that the provisions of Sections 7 and 8 hereto
fairly allocate the risks in light of the ability of the parties to investigate
the Company, its affairs and its business in order to assure that adequate
disclosure has been made in the Registration Statement, any preliminary
prospectus and the Prospectus (and any amendments and supplements thereto), as
required by the Securities Act and the Exchange Act.



                            [Signature pages follow]













                                       29




         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.


                                       Very truly yours,

                                       CORRECTIONS CORPORATION OF AMERICA



                                       By:  /s/ John D. Ferguson
                                            ----------------------------------
                                            Name: John D. Ferguson
                                            Title: Chief Executive Officer















                                       30





                                       NOTES GUARANTORS

                                       CCA OF TENNESSEE, LLC
                                       PRISON REALTY MANAGEMENT, INC.
                                       TECHNICAL AND BUSINESS INSTITUTE OF
                                         AMERICA, INC.
                                       CCA INTERNATIONAL, INC.
                                       CCA PROPERTIES OF AMERICA, LLC
                                       CCA PROPERTIES OF ARIZONA, LLC
                                       CCA PROPERTIES OF TENNESSEE, LLC
                                       CCA WESTERN PROPERTIES, INC.

                                       By: /s/ John D. Ferguson
                                           -----------------------------------
                                           Name: John D. Ferguson
                                           Title: Chief Executive Officer


                                       CCA PROPERTIES OF TEXAS, L.P.

                                       By: /s/ John D. Ferguson
                                           -----------------------------------
                                           Name: John D. Ferguson
                                           Title: Chief Executive Officer,
                                           CCA Properties of America, LLC, as
                                           General Partner



                                       TRANSCOR AMERICA LLC

                                       By: /s/ Todd J. Mullenger
                                           -----------------------------------
                                           Name: Todd J. Mullenger
                                           Title: Vice President, Treasurer











                                       31



          The foregoing Agreement is hereby confirmed and accepted by the
Representatives as of the date first above written.

BANC OF AMERICA SECURITIES LLC
LEHMAN BROTHERS INC.
WACHOVIA CAPITAL MARKETS, LLC
     Acting as Representatives of the
     several Underwriters named in
     the attached Schedule A.


By  Banc of America Securities LLC

By: /s/ Douglas W. McCurdy
    -------------------------------
    Name: Douglas W. McCurdy
    Title: Principal
















                                       32



         The foregoing Agreement is hereby confirmed and accepted by the QIU as
of the date first above written.


By  HSBC Securities (USA) Inc.

By: /s/ Andrew Lazerus
    --------------------------------
    Name: Andrew Lazerus
    Title: Senior Vice President

As Qualified Independent Underwriter
















                                       33