<PAGE>
                                                                     EXHIBIT 4.7


                         TOYOTA MOTOR CREDIT CORPORATION

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                                   as Trustee



                                     FORM OF
                                    INDENTURE

                           dated as of _____ __, ____


                                  $[----------]

                                TMCC Demand Notes


<PAGE>

<TABLE>
<CAPTION>

CROSS-REFERENCE TABLE
                                (not a part of this Indenture)

   TIA                                                                             Indenture
SECTION                                                                            SECTION
-------                                                                           -----------

<S>                                                                                  <C>
ss.310(a) (1)........................................................................ 7.10
      (a) (2)........................................................................ 7.10
      (a) (3)........................................................................ N.A.
      (a) (4)........................................................................ N.A.
      (a) (5)........................................................................ 7.10
      (b) ........................................................................... 7.08
                                                                                      7.10
                                                                                     11.02

      (c) ........................................................................... N.A.
ss.311(a) ........................................................................... 7.11
      (b) ........................................................................... 7.11
      (c) ........................................................................... N.A.
ss.312(a) ........................................................................... 2.05
      (b) .......................................................................... 11.03
      (c) .......................................................................... 11.03
ss.313(a) ........................................................................... 7.06
      (b) (1)........................................................................ N.A.
      (b) (2)........................................................................ 7.06
      (c) ........................................................................... 7.06
                                                                                     11.02

      (d) ........................................................................... 7.06
ss.314(a) ........................................................................... 4.09
                                                                                      4.10
                                                                                     11.02

      (b) ........................................................................... N.A.
                                                                                     11.02

      (c) (1)....................................................................... 11.04
      (c) (2)....................................................................... 11.04
      (c) (3)........................................................................ 4.09(c)
      (d) ........................................................................... N.A.
      (d) ........................................................................... N.A.
      (e) .......................................................................... 11.05
      (f) ........................................................................... N.A.
ss.315(a) ........................................................................... 7.01(b)
      (b) ........................................................................... 7.05
      (c) ........................................................................... 7.01(a)
      (d) ........................................................................... 7.01(c)
      (e) ........................................................................... 6.11

   TIA                                                                              Indenture
SECTION                                                                             SECTION
-------                                                                            -----------

ss.316(a) (last sentence)...........................................................  2.09
      (a) (1) (A)...................................................................  6.05
      (a) (1) (B)...................................................................  6.04
      (a) (2).......................................................................  N.A.
      (b) ..........................................................................  6.07
      (c) ..........................................................................  9.04
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                   <C>
(ss.)317(a) (1) .....................................................................  6.08
      (a) (2) .......................................................................  6.09
      (b) ...........................................................................  2.04
(ss.)318(a) ......................................................................... 11.01
</TABLE>

---------
N.A. means not applicable


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                          Page

<S>     <C>                                        <C>                                        <C>
ARTICLE I..........................................Definitions And Incorporation By Reference 1
        Section 1.01..............................................................Definitions 1
        Section 1.02........................................Incorporation by Reference of TIA 1
        Section 1.03....................................................Rules of Construction 2
ARTICLE II.....................................................................The Securities 2
        Section 2.01....................................................Form; Title and Terms 2
        Section 2.02.............................................Execution and Authentication 3
        Section 2.03......................................................Securities Register 5
        Section 2.04......................................Paying Agent to Hold Money in Trust 5
        Section 2.05.............................................................Holder Lists 5
        Section 2.06....................................................Transfer and Exchange 5
        Section 2.07...................................................Replacement Securities 6
        Section 2.08...................................................Outstanding Securities 7
        Section 2.09...............................................Securities Not Outstanding 7
        Section 2.10.................................................................Reserved 7
        Section 2.11.............................................................Cancellation 7
        Section 2.12.......................................................Defaulted Interest 8
        Section 2.13....................................................Persons Deemed Owners 9
        Section 2.14..................................................Computation of Interest 9
ARTICLE III........................................................................Redemption 9
        Section 3.01...............................................................Redemption 9
ARTICLE IV..........................................................................Covenants 9
        Section 4.01....................................................Payment of Securities 9
        Section 4.02..............Maintenance of Office or Agency; Paying Agent and Registrar 10
        Section 4.03...........Company Statement as to Compliance; Notice of Certain Defaults 10
ARTICLE V.....................................................Consolidations And Mergers, Etc 11
        Section 5.01.....................Company May Consolidate, Etc., Only on Certain Terms 11
        Section 5.02.................................Successor Person Substituted for Company 12
ARTICLE VI...............................................................Default And Remedies 12
        Section 6.01........................................................Events of Default 12
        Section 6.02.......................Acceleration of Maturity; Rescission and Annulment 12
        Section 6.03..........Collection of Indebtedness and Suits for Enforcement by Trustee 13
        Section 6.04.........................................Trustee May File Proofs of Claim 14
        Section 6.05..............Trustee May Enforce Claims without Possession of Securities 15
        Section 6.06...........................................Application of Money Collected 15
</TABLE>


                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>

                                                                                          PAGE

<S>     <C>                                        <C>                                        <C>
        Section 6.07......................................................Limitation on Suits 15
        Section 6.08.........Unconditional Right of Holders to Receive Principal and Interest 16
        Section 6.09.......................................Restoration of Rights and Remedies 16
        Section 6.10...........................................Rights and Remedies Cumulative 16
        Section 6.11.............................................Delay or Omission Not Waiver 17
        Section 6.12.........................................Control by Holders of Securities 17
        Section 6.13..................................................Waiver of Past Defaults 17
        Section 6.14....................................................Undertaking for Costs 18
ARTICLE VII...........................................................................TRUSTEE 18
        Section 7.01........................................................Duties of Trustee 18
        Section 7.02........................................................Rights of Trustee 19
        Section 7.03.............................................Individual Rights of Trustee 20
        Section 7.04.....................................................Trustee's Disclaimer 20
        Section 7.05.......................................................Notice of Defaults 20
        Section 7.06............................................Reports by Trustee to Holders 20
        Section 7.07...............................................Compensation and Indemnity 21
        Section 7.08...................................................Replacement of Trustee 21
        Section 7.09.........................................Successor Trustee by Merger, Etc 22
        Section 7.10............................................Eligibility; Disqualification 23
        Section 7.11........................Preferential Collection of Claims Against Company 23
ARTICLE VIII...........................................DEFEASANCE; SATISFACTION AND DISCHARGE 23
        Section 8.01..............................................Defeasance of the Indenture 23
        Section 8.02..............................Satisfaction and Discharge of the Indenture 24
        Section 8.03..........................................Survival of Certain Obligations 25
        Section 8.04...................................Acknowledgment of Discharge by Trustee 25
        Section 8.05...............................................Application of Trust Money 25
        Section 8.06.................................................Repayment to the Company 26
        Section 8.07............................................................Reinstatement 26
ARTICLE IX................................................AMENDMENTS, SUPPLEMENTS AND WAIVERS 26
        Section 9.01...............................................Without Consent of Holders 26
        Section 9.02..................................................With Consent of Holders 27
        Section 9.03......................................................Compliance with TIA 28
        Section 9.04........................................Revocation and Effect of Consents 28
        Section 9.05....................................Notation on or Exchange of Securities 29
</TABLE>


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>


                                                                                          PAGE
<S>     <C>                                        <C>                                        <C>
        Section 9.06..........................................Trustee to Sign Amendments, Etc 29
        Section 9.07........................................Effect of Supplemental Indentures 29
<S>                                                                                           <C>
ARTICLE X..................................................MEETINGS OF AND ACTIONS BY HOLDERS 30
        Section 10.01...............................Purposes for Which Meetings may be Called 30
        Section 10.02..............................................Manner of Calling Meetings 30
        Section 10.03..................................Call of Meetings by Company or Holders 30
        Section 10.04.....................................Who May Attend and Vote at Meetings 31
        Section 10.05......Regulations may be Made by Trustee; Conduct of the Meeting; Voting
                      ....................................................Rights; Adjournment 31
        Section 10.06.............................Voting at the Meeting and Record to be Kept 32
        Section 10.07...........................Exercise of Rights of Trustee or Holders May
               .................................Not be Hindered or Delayed by Call of Meeting 32
        Section 10.08.....................................Evidence of Action Taken by Holders 32
        Section 10.09..........Proof of Execution of Instruments and of Holding of Securities 33
        Section 10.10.....................................Right of Revocation of Action Taken 33
ARTICLE XI......................................................................MISCELLANEOUS 34
        Section 11.01............................................................TIA Controls 34
        Section 11.02.................................................................Notices 34
        Section 11.03............................Communications by Holders with Other Holders 35
        Section 11.04......................Certificate and Opinion as to Conditions Precedent 35
        Section 11.05...........................Statements Required in Certificate or Opinion 35
        Section 11.06...............................Rules by Trustee, Paying Agent, Registrar 36
        Section 11.07..........................................................Legal Holidays 36
        Section 11.08...........................................................Governing Law 36
        Section 11.09...........................No Adverse Interpretation of Other Agreements 36
        Section 11.10..............................................No Recourse Against Others 36
        Section 11.11..............................................................Successors 36
        Section 11.12.....................................................Duplicate Originals 36
        Section 11.13............................................................Severability 36
        Section 11.14..........................................Headings and Table of Contents 37
</TABLE>


                                      iii
<PAGE>

                                    EXHIBITS
<TABLE>
<CAPTION>

<S>     <C>                                        <C>                                    <C>
Annex I - Definitions.....................................................................I-1

Exhibit A - Form of Security..............................................................A-1

Exhibit B - Form of Demand................................................................B-1
</TABLE>


                                       v
<PAGE>



     INDENTURE dated as of _____ __, ____, between Toyota Motor Credit
Corporation, a California corporation (the "Company"), and U.S. Bank National
Association, a national banking association, as trustee (the "Trustee").

                                    RECITALS

     A. The Company is duly authorized to execute and deliver this Indenture and
to provide for the issuance by the Company of the Securities as provided herein.

     B. All things have been done that are necessary to make the Securities,
when executed by the Company and authenticated and delivered by the Trustee
hereunder, the valid and binding legal obligations of the Company in accordance
with the terms of this Indenture.

     C. For and in consideration of the premises and the purchase of the
Securities by the Holders, each party hereto agrees as follows for the benefit
of each other party and for the equal and ratable benefit of the Holders.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE.

     SECTION 1.01. DEFINITIONS.

     All capitalized terms used in this Indenture and not defined elsewhere
herein shall have the meanings assigned to them in Annex I, which is hereby
incorporated by reference in and made a part of this Indenture.

     SECTION 1.02. INCORPORATION BY REFERENCE OF TIA.

     Wherever this Indenture refers to a provision of the TIA, such 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:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder or a Securityholder.

     "indenture to be qualified" means this Indenture.

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

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.


                                       1
<PAGE>

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

     SECTION 1.03. RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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

               (2) unless otherwise expressly provided in this Indenture, an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP and all financial computations required under this
Indenture shall be made in accordance with GAAP;

               (3) "or" is not exclusive;

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

               (5) provisions apply to successive events and transactions;

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

               (7) "including" shall be deemed to mean "including, without
limitation".

                                  ARTICLE II.
                                 THE SECURITIES.

     SECTION 2.01. FORM; TITLE AND TERMS.

     The Securities and the Trustee's certificate of authentication thereon
shall be substantially in the forms set forth in Exhibit A hereto. The
Securities may have notations, legends or endorsements required by law or stock
exchange rules. Each Security shall be dated the date of its authentication.

     The terms and provisions contained in the Securities shall constitute a
part of, and are hereby incorporated by reference in and made a part of, this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to their incorporation
herein.

     The Securities shall be known and designated as the "TMCC Demand Notes" of
the Company. The aggregate original principal amount of Securities that may be
authenticated and delivered under this Indenture is limited to $_________,
except as otherwise provided in Sections 2.06, 2.07 and 9.05. References herein
and in the forms of Securities to "Security" or


                                       2
<PAGE>

"Securities" shall include references to the principal amounts issued thereunder
as evidenced by the appropriate notation on the Schedules.

     The Securities shall be issuable only in registered form, without coupons.
The minimum denominations of the Securities will be $0.01.

     Interest on the Securities which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall, except as otherwise provided
in Section 2.12, be paid to the Persons in whose names the Securities (or one or
more Predecessor Securities) are registered at the close of business on the
Record Date next preceding such Interest Payment Date. At the option of the
Company, payment of interest on the Securities due on any Interest Payment Date,
falling after a Record Date for the payment of interest on the Securities and on
or before the related Interest Payment Date, shall be paid by wire transfer to
an account specified by the Person entitled thereto as proven by the names
appearing in the Securities register.

     SECTION 2.02. EXECUTION AND AUTHENTICATION.

     The Securities shall be executed on behalf of the Company by an Officer of
the Company. Any such signature may be by facsimile.

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

     All of the Securities to be issued under this Indenture, and all of the
principal amounts to be evidenced by the Securities need not be issued at the
same time and may be issued from time to time at the order of the Company as
herein provided for. The Securities and the principal amount in respect of the
Securities to be issued hereunder shall all be of the same series known as the
"TMCC Demand Notes", but need not have the same issue date, Stated Maturity
Date, Required Rate, or Interest Payment Date. It is envisioned that [_____]
certificates representing potential investments related to the Securities shall
be issued hereunder and carry principal balances which will correspond to
amounts actually on deposit in the [specify relevant Noteholders' or
Certificateholders' Account] in respect of the following amounts: (1) one
certificate representing amounts allocated as [specify relevant Interest
Distributable Amounts], [specify relevant Interest Carryover Shortfall Amounts],
(the "Interest Demand Note") in a maximum aggregate principal amount equal to
$[__________]; (2) one certificate representing amounts allocated to make
applications in reduction of the Outstanding Amount of the [specify relevant
Classes of Notes or Certificates] in a maximum aggregate principal amount equal
to $[__________]; in a maximum principal amount equal to $[__________]; provided
that nothing herein shall limit the number of certificates representing the
Securities that may be issued hereunder. Each certificate representing a
Security will have a Schedule attached thereto indicating: (i) the amount of the
increase in the principal amount outstanding under such Security and the date on
which each principal amount under such Security was first issued, (ii) the
Stated Maturity Date for such principal amount, (iii) the Required Rate
applicable to such principal amount, (iv) the amount of the decrease in the
principal amount outstanding under such Security and the date on which such
principal amount under such Security was paid, (v) the amount of the interest
paid on such Security and the date on which such interest was paid and (vi) the
aggregate principal amount outstanding with respect to such certificate
representing a Security.


                                       3
<PAGE>

     A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. Entries on the Schedule to any
such Security shall not be valid until the Trustee manually signs the space
provided for such entry as authentication of such increase or decrease in
outstanding principal amount of such Security. Such signature shall be
conclusive evidence that the Security and such entry has been authenticated
under this Indenture.

     The Trustee shall authenticate Securities for original issue in any amount
not to exceed the maximum aggregate principal amount as aforesaid, upon a
written order of the Company signed by an Officer of the Company. The Trustee
shall annotate and initial the Schedule attached to a Security to indicate the
issuance of an additional principal amount of the Securities, upon either (i) a
written order of the Company signed by an Officer of the Company, or (ii) if an
Officer's Certificate has previously been delivered to the Trustee by the
Company specifying the names and titles of officers, employees or agents of the
Company eligible to give such an order, the order of any such officer, employee
or agent of the Company, which order may be by facsimile (promptly confirmed in
writing). Any such order shall specify the principal amount in respect of the
Securities to be issued and to which certificate such amount shall be allocable,
the applicable Required Rate, the Stated Maturity Date and the date on which
such issue of principal in respect of the Securities is to be authenticated.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities and the Schedules attached thereto. Unless otherwise
provided in the appointment, an authenticating agent may authenticate Securities
and the Schedules attached thereto whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company. The Trustee is
initially appointed as the authentication agent by the Company.

     Notwithstanding the foregoing, in lieu of annotating the related Schedule
and initializing such entries, the Trustee may instead provide a written
confirmation to the Company of its receipt of and compliance with any [Company
Order] and of its receipt of each payment made by the Company in respect of any
principal amount of any Security or interest on any principal amount of any
Securities, which alternative written confirmations shall be deemed to be
conclusive evidence that the Trustee has received any such [Company Order] or
payment from the Company, in each case with the same force and effect as if the
Schedule had in fact been annotated and initialed as described above; provided
that the Company shall not be obligated to make any payment at the Maturity of
any Security unless and until the Trustee delivers to the Company the related
Schedule annotated with entries corresponding to each such alternative
confirmation and having each such annotation authenticated as described above.

     SECTION 2.03. SECURITIES REGISTER.

     The Company shall keep or cause to be kept at the Corporate Trust Office or
at any office or agency of the Company where Securities may be presented for
registration of transfer or for exchange as provided in Section 4.02 a register
in which, subject to such reasonable regulations as the Company may prescribe,
the Company shall provide for the registration of Securities and registration of
transfers and exchanges of Securities as in this Article provided. The Registrar


                                       4
<PAGE>

appointed pursuant to Section 4.02 shall keep the register of the Securities and
of their transfer and exchange.

     SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

     Each Paying Agent appointed pursuant to Section 4.02 shall hold in trust
for the benefit of the Persons entitled thereto, without interest, all money
held by such Paying Agent for the payment of principal and interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities), and shall notify the Trustee in writing of any
Default by the Company (or any other obligor on the Securities) in making any
such payment. If the Company or a Subsidiary of the Company acts as Paying
Agent, it shall segregate the money and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed. Upon payment of all funds held by it to the
Trustee, the Paying Agent shall have no further liability for such money. As
provided in Section 6.04 hereof, in any bankruptcy, insolvency, reorganization
or other similar proceeding relative to the Company or any other obligor on the
Securities, the Trustee shall serve as Paying Agent for the Securities; provided
that the foregoing shall not relieve the Company of its obligations under
Section 4.02.

     SECTION 2.05. HOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list of the names and addresses of the Holders
furnished to it or maintained by it in its capacity as Registrar. If and so long
as the Trustee is not the Registrar, in accordance with Section 312(a) of the
TIA, the Company shall furnish or cause to be furnished to the Trustee
semiannually not less than 30 days nor more than 60 days before each Interest
Payment Date and at such 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 Holders including an identification of the Securities and the
aggregate amount thereof.

     SECTION 2.06. TRANSFER AND EXCHANGE.

     (a) The Trustee will not authenticate or deliver any Security in connection
with any registration of transfer to any person unless the Trustee has received
a certification from the transferring Holder to the effect that (i) it is no
longer the [Owner Trustee][Trustee] of the Toyota Auto Receivables
[Owner][Grantor] Trust and the proposed transferee is its successor in such
capacity, or (ii) a Swap Termination has occurred and such proposed transfer is
made in contemplation of a liquidation of the trust assets. Each certificate
shall bear a legend containing the foregoing transfer restrictions.

     (b) When Securities are presented to the Registrar or a co-Registrar with a
written request satisfying the requirements of clause (a) to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities in other authorized denominations, the Registrar
or co-Registrar shall register the transfer or make the exchange if its
reasonable requirements for such transactions (which may include a requirement
that any


                                       5
<PAGE>

Security presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Registrar and the Trustee duly executed by the Holder
thereof or his attorney duly authorized in writing) are met. To permit
registration of transfers and exchanges as provided herein, the Company shall
execute and the Trustee shall authenticate and deliver Securities at the
Registrar's or a co-Registrar's written request. All Securities issued upon any
registration of transfer or exchange of Securities shall be the valid
obligations of the Company evidencing the same debt and entitling the Holders
thereof to the same benefits under this Indenture as the Securities surrendered
upon such registration of transfer or exchange. No service charge shall be made
to a Holder 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 in the case of
exchanges under Section 9.05 hereof not involving any transfer.

     SECTION 2.07. REPLACEMENT SECURITIES.

     If a defaced or mutilated Security is surrendered to the Trustee or if the
Holder of a Security presents evidence to the reasonable satisfaction of the
Trustee that the Security has been lost, destroyed or stolen the Company shall
execute and the Trustee shall authenticate a replacement Security if the
Company's and the Trustee's reasonable requirements are met. The Trustee or the
Company may require an indemnity bond or other security, sufficient in the
reasonable judgment of both the Company and the Trustee, to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge such Holder for
their reasonable expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company,
whether or not the apparently destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and such replacement Security shall be entitled to
the benefits of and subject to the limitations of rights set forth in this
Indenture.

     The provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     SECTION 2.08. OUTSTANDING SECURITIES.

     Securities outstanding at any time under this Indenture are all Securities
that have been theretofore authenticated and delivered under this Indenture,
except (a) those canceled by the Trustee, (b) those delivered to the Trustee for
cancellation, (c) those in exchange for or in lieu of which other Securities
have been authenticated and delivered under this Indenture and (d) those
described in this Section as not outstanding.

     Except as provided in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor holds the Security.


                                       6
<PAGE>

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

     If on the Stated Maturity Date of any Securities, the Paying Agent (other
than the Company or a Subsidiary) holds U.S. Legal Tender sufficient to pay all
of the principal and interest due on the Securities payable on that date, then
on and after that date such Securities shall cease to be outstanding and
interest on them shall cease to accrue.

     SECTION 2.09. SECURITIES NOT OUTSTANDING.

     In determining whether the Holders of the required principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or whether a quorum is present at a meeting
of Holders of Securities, Securities owned by the Company or any other obligor
on the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a Trust
Officer actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or an Affiliate of the Company
or of such other obligor. The Trustee may require an Officer's Certificate
listing Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.

     SECTION 2.10. RESERVED.

     SECTION 2.11. CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, each co-Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange
or payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation. Subject to Section
2.07 hereof, the Company may not execute new Securities to replace Securities it
has paid or delivered to the Trustee for cancellation. All canceled Securities
held by the Trustee shall be destroyed and certification of their destruction
delivered to the Company, unless the Company shall direct the Trustee, by a
written order signed by an Officer of the Company, to return the cancelled
Securities to the Company.

     SECTION 2.12. DEFAULTED INTEREST.

     If the Company fails to pay any principal of or interest on any Security on
the due date therefor (whether upon acceleration, at the related Stated Maturity
Date or otherwise), the Company shall pay, from and after the expiration of any
cure period, interest thereon, at the rate per annum borne by the Securities, to
the extent permitted by law. Any interest on any Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest


                                       7
<PAGE>

Payment Date for such Security (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder thereof on the relevant Record Date
by virtue of having been such Holder; and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2)
below:

               (1) The Company may elect to make payment of any Defaulted
Interest to the Person in whose name such Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which date shall be fixed in the
following manner:

                    (A) The Company shall notify the Trustee in writing of the
          amount of Defaulted Interest proposed to be paid on such Security and
          the date of the proposed payment, and at the same time the Company
          shall deposit with the Trustee an amount of U.S. Legal Tender equal to
          the aggregate amount proposed to be paid in respect of such Defaulted
          Interest or shall make arrangements satisfactory to the Trustee for
          such deposit on or prior to the date of the proposed payment, such
          U.S. Legal Tender when so deposited to be held in trust for the
          benefit of the Persons entitled to such Defaulted Interest as in this
          clause provided.

                    (B) Thereupon, the Trustee shall fix a "Special Record Date"
          for the payment of such Defaulted Interest which shall be not more
          than 15 days and not less than 10 days prior to the date of the
          proposed payment and not less than 10 days after the receipt by the
          Trustee of the notice of the proposed payment. The Trustee shall
          promptly notify the Company of such Special Record Date and, in the
          name and at the expense of the Company, shall cause notice of the
          proposed payment of such Defaulted Interest and the Special Record
          Date therefor to be mailed, first class, postage prepaid, to each
          Holder of Securities at his address as it appears in the Security
          Register, not less than 10 days prior to such Special Record Date.
          Notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor having been mailed as aforesaid, such
          Defaulted Interest shall be paid to the Person in whose name such
          Security (or a Predecessor Security thereof) shall be registered at
          the close of business on such Special Record Date and shall no longer
          be payable pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, if, after written notice given by the Company to the
Trustee of the proposed payment method pursuant to this clause, such payment
method shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


                                       8
<PAGE>

     SECTION 2.13. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any Agent may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payments of principal of and, subject to Section 2.12, interest on
such Security and for all other purposes whatsoever (whether or not such
Security is overdue), and neither the Company nor the Trustee or any other Agent
shall be affected by notice to the contrary.

     SECTION 2.14. COMPUTATION OF INTEREST.

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

                                  ARTICLE III.
                                   REDEMPTION

     SECTION 3.01. REDEMPTION.

     The Securities may not be redeemed at the option of the Company, in whole
or in part at any time prior to their respective Stated Maturities.

                                  ARTICLE IV.
                                   COVENANTS.

     SECTION 4.01. PAYMENT OF SECURITIES.

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

     The Company will, on or prior to the day when any principal of or interest
on any of the Securities becomes payable, whether at the Stated Maturity Date
thereof, by demand for payment by any Holder of a Security (i) if for any reason
Standard & Poor's reduces the Company's short-term debt to a rating less than
A-1+ or the Company's long-term debt to a rating of less than AA or Moody's
reduces the Company's short-term debt to a rating less than P-1 or the Company's
long-term debt to a rating less than Aa3 and the Trustee determines, based on
advice of [__________], its successor or its independent public accountants,
that at such time one or more Permitted Investments having substantially the
same maturities, similar demand features and bearing interest at the relevant
Required Rates are available and, based on oral or written advice to such effect
from each Rating Agency, that investment therein rather than in the Company's
Demand Notes will not, by itself, cause a Rating Agency to reduce or withdraw
its rating of any Class of [Notes][Certificates] or (ii) in connection with any
Swap Termination, in the form of Exhibit B hereto delivered to the Trustee,
surrender the Securities for repurchase, declaration of acceleration or
otherwise, and deposit with the Paying Agent (or, if the Company or a Subsidiary
of the Company is acting as Paying Agent, segregate and hold in trust), in
immediately available funds, no later than 12:00 noon (New York City time), a
sum in U.S. Legal Tender sufficient to


                                       9
<PAGE>

pay the principal and interest becoming due. Such sum shall be held in trust for
the benefit of the Holders entitled to such payment and (unless such Paying
Agent is the Trustee) the Company shall promptly notify the Trustee in writing
of its action or failure so to act, and of the amount of each such payment made
to each Paying Agent.

     On the second Business Day preceding each Monthly Allocation Date on which
Securities are to be issued or additional amounts are to be invested in
outstanding Securities, the Trustee will calculate the Commercial Paper Rate for
the relevant Interest Period for each Security in which an investment is to be
made, and shall inform the Company promptly in writing of each such Commercial
Paper Rate.

     SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY; PAYING AGENT AND REGISTRAR.

     The Company will maintain in Chicago, Illinois, an office or agency where
Securities may be presented or surrendered for payment ("Paying Agent"), where
Securities may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
payments on the Securities or under this Indenture may be served. Unless
otherwise expressly provided herein, the Trustee, the Company or a Subsidiary of
the Company may act as Registrar, co-Registrar or Paying Agent. The Company
shall give prompt written notice to the Trustee and the Holders of the location,
and any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company initially appoints the Trustee, as the initial Registrar and
Paying Agent in Chicago, Illinois, and designates, for the purposes of this
Section 4.02, such agent as an agency where notices and demands to or upon the
Company in respect of payments on the Securities or under this Indenture may be
served. The parties hereto agree such agency is not an agency for service of
process.

     SECTION 4.03. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
DEFAULTS.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement (which need not be contained in or
accompanied by an Officer's Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating that:

     (a) a review of the activities of the Company during such year and of its
performance under this Indenture has been made under his or her supervision, and

     (b) to the best of his or her knowledge, based on such review, (i) the
Company has complied with all the conditions and covenants imposed on it under
this Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (ii) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would


                                       10
<PAGE>

become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

     (c) The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any event which after notice or lapse of
time or both would become an Event of Default pursuant to clause (c) of Section
6.01.

                                   ARTICLE V.
                        CONSOLIDATIONS AND MERGERS, ETC.

     SECTION 5.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
or Persons (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any conveyance, transfer or lease
of the property of the Company as an entirety or substantially as an entirety,
to any other Person (whether or not affiliated with the Company); provided,
however, that:

               (1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Company shall be the surviving
entity or the entity formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a
Corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one
Trustee) supplemental hereto, executed by the successor Person and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and interest on all the Securities and the performance of
every other covenant of this Indenture on the part of the Company to be
performed or observed;

               (2) immediately after giving effect to such transaction, no event
which, after notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing;

               (3) either the Company or the successor Person shall have
delivered to the Trustee an Officer's Certificate and an Opinion of Counsel,
stating that such consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

     SECTION 5.02. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.

     Upon any consolidation or merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is


                                       11
<PAGE>

merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, 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; and thereafter, except in the case of a lease to
another Person, the predecessor Person shall be released from all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE VI.
                              DEFAULT AND REMEDIES.

     SECTION 6.01. EVENTS OF DEFAULT.

     The occurrence of any one of the following events for any reason
whatsoever, and whether voluntary, involuntary or by operation of law, shall
constitute an "Event of Default":

     (a) default in the payment of any interest on any Security when such
interest becomes due and payable, and continuance of such default for a period
of 30 days; or

     (b) default in the payment of the principal of any Security of such series
when it becomes due and payable at its Maturity, and continuance of such default
for a period of 10 days; or

     (c) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture or the Securities, and continuance of such default
or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

     (d) any Insolvency Event of the Company.

     SECTION 6.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Securities occurs and is continuing,
then the Trustee or the Holders of not less than 25% in principal amount of the
outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
amount shall become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of not less than a majority in principal amount of the
outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

               (1) the Company has paid or deposited with the Trustee a sum of
money sufficient to pay:


                                       12
<PAGE>

                    (A) all sums paid or advanced by the Trustee hereunder and
          the reasonable compensation, expenses, disbursements and advances of
          the Trustee, its agents and counsel;

                    (B) all due and overdue installments of interest on all
          Securities;

                    (C) the principal of any Securities which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate borne by or provided for in such Securities; and

                    (D) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest at the rate borne by or
          provided for in such Securities; and

               (2) all Events of Default with respect to Securities, other than
the non-payment of the principal of, and interest on Securities which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 6.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

     The Company covenants that if:

               (1) default is made in the payment of any installment of interest
on any Security when such interest shall have become due and payable and such
default continues for a period of 30 days; or

               (2) default is made in the payment of the principal of any
Security at its Maturity, and such default continues for a period of 10 days;

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount of money then due
and payable with respect to such Securities with interest upon the overdue
principal and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at the rate borne by or
provided for in such Securities, and, in addition thereto, such further amount
of money 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.

     If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
money adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities wherever
situated.


                                       13
<PAGE>

     If an Event of Default with respect to Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

     SECTION 6.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal and/or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities, of the principal and
     interest owing and unpaid in respect of the Securities and to file such
     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 or counsel) and of the Holders of Securities allowed in such
     judicial proceeding; and

          (ii) to collect and receive any money or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities 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 of Securities, 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 relating to this
Indenture.

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

     SECTION 6.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the



                                       14
<PAGE>

Trustee shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security in respect of which such judgment has been recovered.

     SECTION 6.06. APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     FIRST:To the payment of all amounts due the Trustee and any predecessor
Trustee relating to this Indenture;

     SECOND: To the payment of the amounts then due and unpaid upon the
Securities for principal and interest in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the aggregate amounts due and payable on such Securities
and Coupons for principal and interest, respectively;

     THIRD: The balance, if any, to the Person or Persons entitled thereto.

     SECTION 6.07. LIMITATION ON SUITS.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

               (2) the Holders of not less than 25% in principal amount of the
outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

               (3) such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities (including
counsel's fees, expenses and disbursements) to be incurred in compliance with
such request;

               (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

               (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to


                                       15
<PAGE>

affect, disturb or prejudice the rights of any other such Holders, or to obtain
or to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.

     SECTION 6.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Security, as the case may be,
on the respective Stated Maturity Date or other Maturity therefor specified in
such Security (subject in each case to the respective cure periods set forth in
Section 6.01) and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

     SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES.

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

     SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
2.07, no right or remedy herein conferred upon or reserved to the Trustee or to
each and every Holder of a Security is intended to be exclusive of any other
right or remedy, and every right and remedy, to the extent permitted by law,
shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

     SECTION 6.11. DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as
the case may be.

     SECTION 6.12. CONTROL BY HOLDERS OF SECURITIES.

     The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct in writing the time, method and place of
conducting any proceeding for any


                                       16
<PAGE>

remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series provided that:

               (1) such direction shall not be in conflict with any law or
regulation, with this Indenture or with the Securities of such series;

               (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction;

               (3) such direction is not unduly prejudicial to the rights of the
other Holders of Securities of such series not joining in such action; and

               (4) such direction shall not, in the good faith determination of
any Trust Officer of the Trustee, subject the Trustee to personal liability
unless such Holders have provided indemnity to the Trustee satisfactory to it.

     SECTION 6.13. WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities on behalf of the Holders of all the Securities may waive
any past default hereunder with respect to such series and its consequences,
except a default:

               (1) in the payment of the principal of or interest on any
Security which has not been cured as provided in Section 6.02; or

               (2) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of
each Outstanding Security affected.

     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 6.14. UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, the Trustee or by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the outstanding Securities, or to
any suit instituted by any Holder of any Security for the enforcement of the
payment of the principal of or interest on any Security on or after the
respective Maturities expressed in such Security or interest on any overdue
principal of any Security.


                                       17
<PAGE>

                                  ARTICLE VII.
                                    TRUSTEE.

     The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed.

     SECTION 7.01. DUTIES OF TRUSTEE.

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

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

               (1) The Trustee need perform only those duties as are
specifically set forth in this Indenture and no covenants or obligations shall
be implied in this Indenture which are adverse to the Trustee.

               (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, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture, but need not verify the
accuracy of the contents thereof.

     (c) Neither the Trustee nor any of its officers, directors or employees
shall be liable for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

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

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

               (3) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.12 hereof.

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


                                       18
<PAGE>

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

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

     (g) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders, unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to it, against the costs, expenses and
liability (including counsel's fees, expenses and disbursements) which might be
incurred by the Trustee in compliance with such request or direction.

     SECTION 7.02. RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 7.01 hereof:

     (a) The Trustee may conclusively rely and be fully protected in acting or
refraining from acting on any document, resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order or approval
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) Whenever in the administration of its duties and obligations pursuant
to this Indenture, before the Trustee acts or refrains from acting, it may
require an Officer's Certificate and an Opinion of Counsel, which shall conform
to Section 11.05. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such certificate or opinion. The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection 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, agents, custodians and
nominees and shall not be responsible for the misconduct or negligence of any
attorney, agent, custodian or nominee appointed with due care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.

     (e) In the event that the Trustee is also acting as Paying Agent,
authenticating agent or Registrar hereunder, the rights and protections afforded
to the Trustee pursuant to this Article VII shall also be afforded to such
Paying Agent, authenticating agent or Registrar.

     SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

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


                                       19
<PAGE>

     SECTION 7.04. TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities or any money paid to the Company or upon the
Company's written direction under any provision hereof, and the Trustee shall
not be accountable for the Company's use of the proceeds from the Securities,
and the Trustee shall not be responsible for any statement in the Securities
other than its certificate of authentication.

     SECTION 7.05. NOTICE OF DEFAULTS.

     If a Default or an Event of Default occurs and is continuing and it is
actually known to a Trust Officer of the Trustee, the Trustee shall mail to each
Holder notice of the Default or Event of Default within 90 days after it occurs;
provided that, except in the case of a Default or an Event of Default in payment
of principal of or interest on any Security, the Trustee may withhold the notice
if and so long as a committee of its Trust Officers in good faith determines
that withholding the notice is in the interest of the Holders.

     SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.

     Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, the Trustee shall mail to each Holder, and each other
Person so entitled under TIA ss.313(c), a brief report dated as of such May 15
that shall comply with TIA ss.313(a). The Trustee need not send such report if
such report is not required by TIA ss.313(a). The Trustee also shall comply with
TIA ss.313(b).

     A copy of each report at the time of its mailing to Holders shall be mailed
to the Company and filed with the Commission and each stock exchange, if any, on
which the Securities are listed.

     The Company shall notify the Trustee if the Securities become listed on any
stock exchange prior to such listing.

     SECTION 7.07. COMPENSATION AND INDEMNITY.

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

     The Company shall indemnify the Trustee for, and hold it harmless against,
any loss, liability or expense incurred by it and its officers, directors and
employees including, without limitation, the cost and expense of enforcement of
this Indenture against the Company and of defending itself against any claim
(whether asserted by any Holder or the Company or otherwise) unless the Trustee
or its officers, directors and employees acted with negligence, willful
misconduct or bad faith on its part, arising out of or in connection with the
administration of this trust or any trust created under Section 8.01 or 8.02 and
its duties hereunder. The Trustee shall


                                       20
<PAGE>

notify the Company, as soon as is reasonably practicable, of any claim asserted
against the Trustee for which it may seek indemnity; PROVIDED, HOWEVER that the
Trustee's failure to provide such notice shall not constitute a waiver of its
rights under this Section 7.07. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence, willful misconduct or bad faith.

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or Property held
or collected by the Trustee, in its capacity as Trustee, except money or
Property held in trust to pay principal of or interest on particular Securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(d) hereof, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
federal or state bankruptcy, insolvency, reorganization or similar law.

     The provisions of this Section 7.07 shall survive the termination of this
Indenture or the earlier resignation or termination of the Trustee.

     SECTION 7.08. REPLACEMENT OF TRUSTEE.

     The Trustee may resign by so notifying the Company in writing and mailing
notice of such resignation to the Holders. The Holders of at least a majority in
principal amount of the outstanding Securities may remove the Trustee by so
notifying the Company and the Trustee in writing and may appoint a successor
Trustee. The Company may remove the Trustee if:

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

               (2) the Trustee is adjudged, by a court of competent
jurisdiction, a bankrupt or an insolvent;

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

               (4) the Trustee becomes legally or otherwise incapable of acting
under and in accordance with the provisions of this Indenture.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee, unless the Holders have appointed a successor Trustee in accordance
with the previous paragraph. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08 and payment to the prior Trustee of
all sums due under Section 7.07 hereof.


                                       21
<PAGE>

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all Property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07 hereof, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder. The predecessor Trustee shall not be liable for any acts or omissions of
any successor Trustee and the successor Trustee shall not be liable for any acts
or omissions of any predecessor Trustee.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the outstanding Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 above shall continue for the
benefit of the retiring or removed Trustee.

     SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee.

     SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss.310(a)(1). The Trustee shall have a combined capital and surplus of at
least $25,000,000 as set forth in its most recent published annual report of
condition. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee. The Trustee shall comply with TIA ss.310(b).

     SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                       22
<PAGE>

                                 ARTICLE VIII.
                     DEFEASANCE; SATISFACTION AND DISCHARGE.

     SECTION 8.01. DEFEASANCE OF THE INDENTURE.

     The Company shall be deemed to have satisfied and terminated all of its
obligations under this Indenture (subject to Section 8.03 hereof) if:

               (1) the Company irrevocably shall have deposited in trust with
the Trustee, pursuant to an irrevocable trust agreement in form reasonably
satisfactory to the Trustee, as trust funds in trust solely for the benefit of
the Holders for that purpose, U.S. Legal Tender, in such amounts as are
sufficient, without consideration of the investment of any such U.S. Legal
Tender and after payment of all federal, state and local taxes or other charges
or assessments in respect thereof payable by the Trustee, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to, and in form reasonably satisfactory
to, the Trustee, to pay the principal of and interest on the outstanding
Securities on the dates on which such payments are due and payable in accordance
with the terms of this Indenture and of the Securities, provided that the
Trustee shall have been irrevocably instructed in writing to apply such U.S.
Legal Tender to the payment of said principal and interest on the Securities;

               (2) no Default or Event of Default shall have occurred or be
continuing on the date of such deposit or shall occur on or before the 366th day
after the date of such deposit;

               (3) such deposit shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other instrument or agreement
to which the Company is a party or by which it or its Property is bound;

               (4) the Company shall have delivered to the Trustee an Opinion of
Counsel in form satisfactory to the Trustee to the effect that Holders of the
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and the defeasance contemplated hereby and
will be subject to Federal income tax in the same amounts and in the same manner
and at the same time as would have been the case if such deposit and defeasance
had not occurred and that the deposit is not subject to the control of any
bankruptcy court;

               (5) such defeasance shall not cause the Securities, if then
listed on any national securities exchange registered under the Exchange Act, to
be delisted;

               (6) such deposit shall not result in the Company, the Trustee or
the irrevocable trust becoming or being deemed an "investment company" under the
Investment Company Act of 1940, as amended; and

               (7) the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating to the defeasance contemplated by this
Section 8.01 have been complied with.


                                       23
<PAGE>

     In the event all or any portion of the Securities are to be redeemed
through such irrevocable trust, the Company shall make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of notice of such
redemption or redemptions by the Trustee in the name and at the expense of the
Company.

     SECTION 8.02. SATISFACTION AND DISCHARGE OF THE INDENTURE.

     In addition to its rights under Section 8.01 above, the Company may
terminate all of its obligations under this Indenture (subject to Section 8.03
hereof) if:

               (1) either

                    (A) all Securities theretofore authenticated and delivered
          (other than Securities which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 2.07 hereof)
          have been delivered to the Trustee for cancellation; or

                    (B) all Securities not theretofore delivered to the Trustee
          for cancellation

                         (i) have become due and payable, or

                         (ii) will become due and payable at their Stated
                    Maturity within one year;

          and the Company, in the case of (i) or (ii) above, has irrevocably
          deposited in trust with the Trustee, pursuant to an irrevocable trust
          agreement in form reasonably satisfactory to the Trustee, as trust
          funds in trust solely for the benefit of the Holders for that purpose,
          an amount of U.S. Legal Tender sufficient, without consideration of
          the investment thereof and after payment of all federal, state and
          local taxes or other charges or assessments in respect thereof payable
          by the Trustee, to pay the principal of and interest on the
          outstanding Securities on the dates on which such payments are due and
          payable in accordance with the terms of this Indenture and of the
          Securities, provided that the Trustee shall have been irrevocably
          instructed in writing to apply such U.S. Legal Tender to the payment
          of said principal and interest on the Securities;

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

               (3) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating to the satisfaction and discharge of this
Indenture pursuant to this Section 8.02 have been complied with.


                                       24
<PAGE>

     SECTION 8.03. SURVIVAL OF CERTAIN OBLIGATIONS.

     Notwithstanding the defeasance of this Indenture or the satisfaction and
discharge of this Indenture referred to in Section 8.01 and Section 8.02 above,
respectively, the respective obligations of the Company and the Trustee under
Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.13, 2.14,
Sections 4.01, 4.02, 4.03, 6.08, 7.07, 7.08, 7.09, 7.10, 7.11, 8.03, 8.04, 8.05,
8.06 and 8.07, Article IX, and Sections 11.01, 11.02, 11.06, 11.07, 11.08,
11.10, 11.11 and 11.13 hereof shall survive until the Securities are no longer
outstanding. Thereafter the obligations of the Company and the Trustee under
Sections 7.07, 8.05, 8.06, 8.07 and 11.10 hereof shall survive.

     SECTION 8.04. ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

     Subject to Section 8.07 below and after the Company has delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent referred to in Section 8.01 or Section 8.02, as the
case may be, relating to the defeasance or satisfaction and discharge of this
Indenture have been complied with, the Trustee upon written request of the
Company shall acknowledge in writing the defeasance or the satisfaction and
discharge, as the case may be, of this Indenture and the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 8.03 above. The Company shall reimburse the
Trustee for reasonable costs and expenses incurred by it in the performance of
its duties and obligations under this Section 8.04.

     SECTION 8.05. APPLICATION OF TRUST MONEY.

     The Trustee shall hold any U.S. Legal Tender deposited with it in the
irrevocable trust established pursuant to Section 8.01 or 8.02, as the case may
be. The Trustee shall apply the deposited U.S. Legal Tender through the Paying
Agent (other than the Company or a Subsidiary or Affiliate of the Company), in
accordance with this Indenture and the terms of the irrevocable trust agreement,
to the payment of principal of and interest on the Securities as and when the
same become due and payable. The U.S. Legal Tender so held in trust shall not be
part of the trust estate under this Indenture, but shall constitute a separate
trust fund for the benefit of all Holders entitled thereto.

     SECTION 8.06. REPAYMENT TO THE COMPANY.

     The Trustee and the Paying Agent shall pay to the Company upon written
request, and, if applicable, in accordance with the irrevocable trust
established pursuant to Section 8.01 or 8.02 above, any U.S. Legal Tender held
by them for the payment of principal of or interest on the Securities that
remains unclaimed for two years after the date on which such payment shall have
become due (whether on or before the related Stated Maturity Date); provided,
however, that, before being required to make any such payment to the Company,
the Trustee may, at the expense of the Company, cause to be mailed to the
Holders of such Securities, at their last addresses as they appear on the
Securities register, notice that such moneys remain unclaimed and that, after a
date specified in said notice, the balance of such moneys then unclaimed will be
returned to the Company. After payment to the Company as aforesaid, Holders
entitled to such


                                       25
<PAGE>

moneys must look to the Company for such payment unless an applicable abandoned
property law designates another Person.

     SECTION 8.07. REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender in
accordance with Section 8.01 or 8.02 hereof 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 shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 or 8.02, as the case may be until
such time as the Trustee or Paying Agent is permitted to apply all such funds in
accordance with Section 8.01 or 8.02, as the case may be, and 8.05; provided,
however, that if the Company has made any payment of principal of or interest on
any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the U.S. Legal Tender held by the Trustee.

                                  ARTICLE IX.
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS.

     SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

     The Company and the Trustee, together, may amend or supplement this
Indenture or the Securities without notice to or consent of any Holder (i) to
cure any ambiguity, defect or inconsistency, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that
any such action does not, in the good faith judgment of the Company, materially
and adversely affect the rights or interests of any Holder of Securities, (ii)
to add to the covenants and agreements of the Company such further covenants and
agreements as the Board of Directors of the Company shall consider to be for the
protection or benefit of the Holders (including to add any Events of Default),
(iii) to add to or change or eliminate any provision of this Indenture as shall
be necessary or desirable in accordance with any amendments to the Trust
Indenture Act, provided such action does not adversely affect the rights or
interests of any Holder of Securities and (iv) to secure all of the Securities.
In addition to the requirements set forth in Section 9.06 herein, the Trustee
may require delivery of an Opinion of Counsel to the effect that such amendment
will not materially and adversely affect the interest of any Certificateholder
in connection with any such amendment or supplement, and the Trustee shall be
fully protected in relying upon such Opinion of Counsel.

     In addition, this Indenture may be amended or supplemented by the Trustee
and the Company without the consent of any Holder or of any [Note][Certificate]
Owner with respect to the [Notes][Certificates] issued pursuant to the
[Indenture][Trust Agreement][Pooling and Servicing Agreement] or of the [Owner
Trustee or Indenture Trustee][Trustee] to (i) reflect changes necessary or
appropriate in connection with any event described under Section 5.01, Section
7.08 or Section 7.09 or (ii) to surrender any right or power reserved to or
conferred upon the Company.


                                       26
<PAGE>

     SECTION 9.02. WITH CONSENT OF HOLDERS.

     Subject to Section 6.08 and the next succeeding paragraph, the Company,
when authorized by a resolution of its Board of Directors, and the Trustee with
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities (which consent will not be given except at
the written direction of [Noteholders] [Certificateholders] of at least 25% in
aggregate principal amount of the [specify relevant class or classes of Notes or
Certificates]) may amend or supplement this Indenture or the Securities for the
purpose of adding any provisions to or changing in any manner, or eliminating
any other provisions of this Indenture or modifying in any manner the rights
with respect to the Securities. Subject to Section 6.08 and the next succeeding
paragraph, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities may waive compliance by the Company with any
provision of or obligation under this Indenture or the Securities without notice
to any other Holders.

     Notwithstanding anything to the contrary in the foregoing provisions of
this Section 9.02, without the consent of each Holder and
[Noteholder][Certificateholder] affected, no amendment, supplement or waiver,
including a waiver pursuant to Section 6.02, may:

               (1) reduce the percentage in principal amount of the outstanding
Securities the consent of whose Holders is required for any amendment or
supplement to this Indenture, for any waiver (of compliance with any obligation
or provision of this Indenture or of certain Defaults or Events of Default
hereunder or their consequences) provided for in this Indenture, or for a
rescission of acceleration of the Securities pursuant to Section 6.02, or reduce
the requirements pursuant to Section 10.05 for a quorum or voting;

               (2) reduce the rate or change the time for payment of interest on
any Security;

               (3) reduce the principal amount of any Security;

               (4) alter the repurchase provisions of any Security in a manner
adverse to any Holder thereof, or change the Stated Maturity of any Security;

               (5) waive any default in the payment of the principal of or
interest on any Security which has not been cured as provided in Section 6.02;

               (6) impair the right of Holders to institute suit for the
enforcement of any payment of the principal of or interest on the Securities on
or after the respective due dates therefor (after the expiration of any
applicable cure period);

               (7) make any changes in Section 6.02, 6.08 or this second
paragraph of Section 9.02;

               (8) change any obligation of the Company to maintain an office or
agency in the place and for the purpose specified in Section 4.02 or make the
Securities payable in any coin or currency other than U.S. Legal Tender;


                                       27
<PAGE>

               (9) make any change to or modify the priority between the Holders
of the Securities and any other creditors of the Company; or

               (10) provide for uncertificated Securities in addition to
certificated Securities.

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

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

     SECTION 9.03. COMPLIANCE WITH TIA.

     Every amendment to or waiver or supplement of this Indenture or the
Securities shall comply 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 is a continuing consent by the Holder 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
such Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives
written notice of revocation before the date on which the Trustee receives an
Officer's Certificate certifying that the Holders of the requisite principal
amount of Securities have consented to the amendment, supplement or waiver. Such
amendment, waiver or supplement, as the case may be, shall be effective upon
receipt by the Trustee of such Officer's Certificate.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the last
two sentences of the immediately preceding paragraph, those Persons who were
Holders at the close of business on such record date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

     All Holders that consent to such modification, waiver or action in the
manner and within the time period requested shall be entitled to receive the
consideration, if any, offered for such consent.


                                       28
<PAGE>

     SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

     If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
has so determined, the Company in exchange for the Security may execute and the
Trustee shall authenticate a new Security of like kind that reflects the changed
terms.

     SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer's Certificate and an Opinion of Counsel stating that
the execution of any amendment, supplement or waiver authorized pursuant to this
Article IX is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise. In signing or refusing to sign such amendment or
supplement, the Trustee shall be entitled to receive and, subject to Section
7.01 hereof, shall be fully protected in relying upon, an Officer's Certificate
and an Opinion of Counsel as conclusive evidence that such amendment or
supplement is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms. The Company shall not sign an amendment or supplement
until its Board of Directors approves thereof.

     SECTION 9.07. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplement or amendment to this Indenture in
accordance with this Article, this Indenture shall be modified in accordance
therewith and such supplement or amendment shall form a part of the Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered shall be bound thereby. Any Holder and every
subsequent Holder of a Security (or portion thereof) shall be bound by any
waivers authorized or obtained by this Article.

                                   ARTICLE X.
                       MEETINGS OF AND ACTIONS BY HOLDERS.

     SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article X for any of the following purposes:

     (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to waive or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
Article VI;


                                       29
<PAGE>

     (b) to remove the Trustee or appoint a successor Trustee pursuant to the
provisions of Article VII;

     (c) to consent to an amendment, supplement or waiver pursuant to the
provisions of Section 9.02; or

     (d) to take any other action (i) authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Securities under
any other provision of this Indenture, or authorized or permitted by law or (ii)
which the Trustee deems necessary or appropriate in connection with the
administration of this Indenture.

     SECTION 10.02. MANNER OF CALLING MEETINGS.

     The Trustee may at any time call a meeting of Holders to take any action
specified in Section 10.01 hereof, to be held at such time and at such place in
New York, New York or elsewhere as the Trustee shall determine. Notice of every
meeting of Holders, setting forth the time and place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
by the Trustee, first-class postage prepaid, to the Company, and to the Holders
of the Securities at their last addresses as they shall appear on the
registration books of the Registrar, not less than 10 nor more than 60 days
prior to the date fixed for a meeting.

     Any meeting of Holders shall be valid without notice if the Holders of all
Securities then outstanding are present in Person or by proxy, or if notice is
waived before or after the meeting by the Holders of all Securities outstanding,
and if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

     SECTION 10.03. CALL OF MEETINGS BY COMPANY OR HOLDERS.

     In case at any time the Company, pursuant to a Certified Resolution of its
Board of Directors delivered to the Trustee, or the Holders of not less than 10%
in aggregate principal amount of the Securities then outstanding, shall have
requested the Trustee to call a meeting of Holders to take any action specified
in Section 10.01 hereof, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or the Holders of Securities in the amount above specified may
determine the time and place in New York City or elsewhere for such meeting and
may call such meeting for the purpose of taking such action, by notice given as
provided in Section 10.02.

     SECTION 10.04. WHO MAY ATTEND AND VOTE AT MEETINGS.

     To be entitled to vote at any meeting of Holders, a Person shall (a) be a
registered Holder of one or more Securities, or (b) be a Person appointed by an
instrument in writing as proxy for the registered Holder or Holders of
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


                                       30
<PAGE>

     SECTION 10.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING;
VOTING RIGHTS; ADJOURNMENT.

     Notwithstanding any other provision of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders,
in regard to proof of the holding of Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, and
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think appropriate. Such regulations may fix a record date and time for
determining the Holders of record of Securities entitled to vote at such
meeting, in which case those and only those Persons who are Holders of
Securities at the record date and time so fixed, or their proxies, shall be
entitled to vote at such meeting whether or not they shall be such Holders at
the time of the meeting.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 10.03, in which case the Company or
the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Holders of a majority in principal
amount of the Securities represented at the meeting and entitled to vote.

     At any meeting each Holder or proxy shall be entitled to vote with respect
to the outstanding Securities held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any
Securities challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall not have the
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the proxy to vote on behalf of
other Holders. At any meeting of Holders, the presence of Persons holding or
representing a majority of the principal amount of the outstanding Securities
shall be sufficient for a quorum. Any meeting of Holders duly called pursuant to
the provisions of Sections 10.02 or 10.03 may be adjourned from time to time by
vote of the Holders of a majority in aggregate principal amount of the
Securities represented at the meeting and entitled to vote, and the meeting may
be held as so adjourned without further notice.

     Except as limited by Sections 6.02 and 6.08 and the second paragraph of
Section 9.02, any resolution presented to a meeting at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the outstanding Securities.

     SECTION 10.06. VOTING AT THE MEETING AND RECORD TO BE KEPT.

     The vote upon any resolution submitted to any meeting of Holders shall be
by written ballots on which shall be subscribed the signatures of the Holders of
Securities or of their representatives by proxy and the principal amount of the
Securities voted by the ballot. The permanent chairman of the meeting shall
appoint two inspectors of votes, who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the


                                       31
<PAGE>

secretary of the meeting and there shall be attached to such record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts, setting forth a
copy of the notice of the meeting and showing that such notice was mailed as
provided in Section 10.02 or Section 10.03. The record shall be signed and
verified by the affidavits of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     SECTION 10.07. EXERCISE OF RIGHTS OF TRUSTEE OR HOLDERS MAY NOT BE HINDERED
OR DELAYED BY CALL OF MEETING.

     Nothing contained in this Article X shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities.

     SECTION 10.08. EVIDENCE OF ACTION TAKEN BY HOLDERS.

     (a) In addition to the foregoing provisions of this Article X, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing, or by
combination of such instrument or instruments and the record of a meeting of
Holders duly called and held in accordance with this Article X. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Proof of execution of
any such instrument or of a writing appointing any such agent, or of the holding
by any Person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Article.

     (b) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Security in accordance with this Section
10.08 shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.

     (c) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action in accordance
with this Section 10.08, the Company may, at its option, by or pursuant to an
Officer's Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction,



                                       32
<PAGE>

notice, consent, waiver or other act may be given before or after such record
date, but only those Persons who were Holders of record at the close of business
on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite percentage of outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the outstanding Securities shall be computed as of such record date;
provided, that no such authorization, agreement or consent by the Holders on the
record date shall be deemed effective unless such request, demand,
authorization, direction, notice, consent, waiver or other act shall become
effective pursuant to the provisions of paragraph (a) of this Section 10.08 not
later than 90 days after the record date.

     SECTION 10.09. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES.

     The execution of any instrument by a Holder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee, and the holding of Securities shall be proved by the Security register
or by a certificate of the Registrar.

     SECTION 10.10. RIGHT OF REVOCATION OF ACTION TAKEN.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.08, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any Holder of a Security the serial
number of which is shown by the evidence to be included among the serial numbers
of the Securities the Holders of which have consented to such action may, by
filing written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
After such time, such action shall be conclusive and binding upon such Holder
and the Securities issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Security.


                                  ARTICLE XI.
                                 MISCELLANEOUS.

     SECTION 11.01. TIA CONTROLS.

          If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

     SECTION 11.02. NOTICES.

          Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:


                                       33
<PAGE>

     if to the Company:

                         Toyota Motor Credit Corporation
                         19001 South Western Avenue
                         Torrance, California  90501
                         Telecopier:  (310) 787-6194
                         Attention: Treasury Department

                         if to the Trustee:

                         U. S. Bank National Association
                         111 E. Wacker Drive, Suite 3000
                         Chicago, Illinois  60601
                         Telecopier:  (312) 228-9401
                         Attention: TMCC Demand Notes

     The Company or the Trustee by written notice to the other may designate
additional or different addresses as shall be furnished in writing by either
party. Any notice or communication to the Company or the Trustee shall be deemed
to have been given or made as of the date so delivered if personally delivered;
when receipt is acknowledged, if telecopied; and five days after mailing if sent
by registered or certified mail (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

     Any notice or communication mailed to a Holder shall be mailed to him by
first class mail, postage prepaid, at his address as it appears on the register
of the Registrar and shall be sufficiently given to such Holder if so mailed
within the time prescribed. If the Company mails a notice or communication to
Holders, it shall simultaneously mail a copy to the Trustee.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     SECTION 11.03. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

     SECTION 11.04. 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 Officer's Certificate (which shall include the statements
set forth in Section 11.05 hereof) stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with (and, if applicable, setting forth in
reasonable detail any financial calculations providing the basis of such
opinion);


                                       34
<PAGE>

               (2) an Opinion of Counsel (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent have been complied with; and

               (3) in the case of conditions precedent compliance with which is
subject to verification by accountants, the Company shall comply with Section
314(c)(3) of the Trust Indenture Act of 1939 ("TIA").

     SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each Officer's Certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

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

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

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

               (4) a statement as to whether or not, in the opinion of each such
Person, such condition or covenant has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an
Officer's Certificate or certificates of public officials.

     At the request of the Trustee, any Officer's Certificate or Opinion of
Counsel shall address any particular condition precedent to such action.

     SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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

     SECTION 11.07. LEGAL HOLIDAYS.

     If a payment date is not a Business Day at a particular place where the
principal of or interest on the Securities is payable, payment may be made on
the next succeeding day that is a Business Day at such place of payment, and no
interest shall accrue for the intervening period.

     SECTION 11.08. GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,


                                       35
<PAGE>

WITHOUT REGARD (TO THE EXTENT PERMITTED BY LAW) TO PRINCIPLES OF CONFLICTS OF
LAW.

     SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

     SECTION 11.10. NO RECOURSE AGAINST OTHERS.

     A director, officer, employee, stockholder, Affiliate or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such Persons from such liability.
Such waivers and releases are part of the consideration for the issuance of the
Securities.

     SECTION 11.11. SUCCESSORS.

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

     SECTION 11.12. DUPLICATE ORIGINALS.

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

     SECTION 11.13. SEVERABILITY.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or enforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and a Holder shall have no claim thereunder for or against any party hereto.

     SECTION 11.14. HEADINGS AND TABLE OF CONTENTS.

     The headings and Table of Contents in this Indenture are for convenience of
reference only and shall not be deemed a part of this Indenture or limit or
otherwise affect the meaning hereof.


                                       36
<PAGE>

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

                                        TOYOTA MOTOR CREDIT CORPORATION


                                        By:
                                           ----------------
                                           Name: George E. Borst
                                           Title: Senior Vice President and
                                                      General Manager

                                        U.S. Bank National Association,
                                                   as Trustee


                                        By:
                                           ------------
                                           Name:  Steven E. Charles
                                           Title:  Vice President


<PAGE>

STATE OF CALIFORNIA                     )
                                        )         ss.
COUNTY OF LOS ANGELES                   )


     On _____ ___, ____, before me, _______________________________, Notary
Public, personally appeared George E. Borst, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.

     WITNESS my hand and official seal.


                                         -------------------------------------
                                                    Notary Public


<PAGE>


STATE OF CALIFORNIA                     )
                                        )         ss.
COUNTY OF LOS ANGELES                   )


     On _____ ___, ____, before me, ________________________________, Notary
Public, personally appeared _________________________________, personally known
to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

     WITNESS my hand and official seal.

                                         -------------------------------------
                                                    Notary Public


<PAGE>

                                     ANNEX I
                                       TO
                                    INDENTURE
                           DATED AS OF _____ __, ____
                                     BETWEEN
                         TOYOTA MOTOR CREDIT CORPORATION
                                       AND
                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                   Definitions

     The following terms have the respective meanings set forth below for all
purposes of the Indenture, and Section and Article references are to Sections
and Articles in the Indenture. Capitalized terms used in the Indenture and the
Securities not otherwise defined shall have the respective meanings assigned
thereto in the Annex of Definitions attached to the [relevant Indenture or Trust
Agreement or Pooling and Servicing Agreement] dated as of _____ __, ____, among
[the relevant parties]. In the event of any conflict between a definition set
forth both herein and in the Annex of Definitions, the definition set forth
herein shall prevail.

     "Affiliate" means, as to any Person, any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, such Person. For the purposes of this definition, "control", when
used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have the meanings correlative to the foregoing.
For purposes of this Indenture, the Toyota Auto Receivables Trust (and the
[Indenture Trustee][Owner Trustee][Trustee] on behalf of the Trust) shall not be
considered to be "Affiliates" of the Company.

     "Agent" means any Registrar, Paying Agent or co-Registrar or other agent of
the Company acting under the Indenture.

     "Board of Directors" means the board of directors of the Company or any
committee thereof authorized generally or in any particular respect to exercise
the power of the board of directors of the Company.

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

     "Commercial Paper Rate" means the Money Market Yield on the Calculation
Date for commercial paper maturing in one month as such rate appears at 11:00
a.m. New York City time on the Calculation Date on page 133 of the Dow Jones
Telerate Service (or such other page as may replace such page on that service or
such other service or services as may succeed such service) which shows
information for such rate as of the prior business day under the caption "Daily
Commercial Paper Rates (Non financial) from the Federal Reserve"(or similar
heading of like


                                      I-1
<PAGE>

import). If by 3:00 p.m., New York City time, on the related Calculation Date
such rate is not yet available, then the Commercial Paper Rate will be the Money
Market Yield of the arithmetic mean of the offered rates at approximately 11:00
a.m., New York City time, on such date of three leading dealers of commercial
paper in The City of New York for commercial paper having a maturity date of one
month placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from a nationally recognized securities rating agency; PROVIDED,
HOWEVER, that if such dealers are not quoting as mentioned in this sentence, the
Commercial Paper Rate for such date shall be the Commercial Paper Rate as in
effect as of the immediately preceding Calculation Date. For purposes of these
definitions, "Calculation Date" shall mean the Business Day preceding each of
the original dates of investment in the Security (each of which is a Monthly
Allocation Date), and each Monthly Allocation Date thereafter, and "Money Market
Yield" shall mean a yield (expressed as a percentage rounded upwards to the
nearest one hundred-thousandth of a percentage point) calculated in accordance
with the following formula:

                    Money Market Yield = (D x 360/360-{D x M}) x 100

where "D" refers to the applicable per annum rate for commercial paper rate
quoted on a bank discount basis and expressed as a decimal, and "M" refers to
the actual number of days in the interest period for which interest is being
calculated. Such Commercial Paper Rate shall be calculated on each Calculation
Date by the Trustee.

     "Company" means Toyota Motor Credit Corporation, a California corporation,
the issuer of the Securities under the Indenture, until a successor replaces it
pursuant to the Indenture and thereafter means such successor.

     "Corporate Trust Office" means an office of the Trustee at which at any
particular time its corporate trust business shall be administered, which at the
date of execution of the Indenture is located at 111 East Wacker Drive, Suite
3000, Chicago, Illinois 60601, or at any other such address as the Trustee may
designate from time to time by notice to the Holders.

     "Date of Investment" means each Monthly Allocation Date on which an amount
is invested in the TMCC Demand Notes.

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

     "Defaulted Interest" has the meaning specified in Section 2.12.

     "Event of Default" has the meaning specified in Section 6.01.

     "GAAP" means generally accepted accounting principles in the United States
which are applied by the Company as of the date of the Indenture.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or


                                      I-2
<PAGE>

pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

     "Holder" with respect to the TMCC Demand Notes, means a Person in
possession of a TMCC Demand Note, or a Person deemed an owner thereof pursuant
to Section 2.13 of the Indenture.

     "Indenture" means the Indenture dated as of _____ __, ____ between the
Company and U.S. Bank National Association, as trustee, relating to
$[__________] aggregate principal amount of the Company's TMCC Demand Notes,
including Exhibit A and this Annex I thereto, as the same may be amended or
supplemented from time to time in accordance with its terms.

     "Interest Payment Date" is any date on which interest is payable as set
forth in the Security.

     "Maturity", with respect to any Security, means the date on which the
principal (and the accrued interest thereon to but excluding the date on which
such principal is paid) of such Security or an installment of principal (and the
accrued interest thereon to the date on which such principal is paid) becomes
due and payable as provided in or pursuant to the Indenture, whether (i) at the
Stated Maturity Date thereof, (ii) on the date specified in a demand (as
evidenced by the delivery to the Trustee of a demand in the form of Exhibit B to
the Indenture) for the payment of 100% of the outstanding principal amount of
the TMCC Demand Notes by any Holder following (x) the occurrence of a Swap
Termination or (y) in connection with a reduction of the rating of the Company's
short-term debt to a rating less than "A-1+" by Standard & Poor's or "P-1" by
Moody's or a downgrade of the Company's long-term debt to a rating less than
"AA" by Standard & Poor's or "Aa3" by Moody's in the circumstances provided for
in Section 4.01 of the Indenture or (iii) upon declaration of acceleration upon
the occurrence of an Event of Default hereunder. A demand duly delivered to the
Trustee in accordance with clause (ii) above will cause the entire principal
amount (and the accrued interest thereon to but excluding the date on which such
principal is paid) of the outstanding Securities to become due and payable on
the date specified in such demand. A Maturity pursuant to clause (i) or (ii) of
this definition, in and of itself, shall not be an Event of Default or Default
hereunder.

     "Officer" means the President or Vice President, the Chief Financial
Officer, the Chief Accounting Officer, the Treasurer, the Controller, Secretary
or Assistant Secretary of the Company.

     "Officer's Certificate" means a certificate signed by any Officer of the
Company, and otherwise complying with the applicable requirements of Sections
11.04 and 11.05 of the Indenture.

     "Opinion of Counsel" means a written opinion from legal counsel who, in the
case of an Opinion of Counsel addressed to the Trustee, is reasonably acceptable
to the Trustee. The counsel may be an employee of or counsel to the Company.
Each opinion shall comply with the applicable requirements of Sections 11.04 and
11.05 of the Indenture.

     "Paying Agent" has the meaning specified in Section 4.02.


                                      I-3
<PAGE>

     "Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture or
governmental authority.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For purposes of this definition, any Security authenticated
and delivered under Section 2.07 in exchange for or in lieu of a defaced,
mutilated, lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the defaced, mutilated, lost, destroyed or stolen Security.

     "Record Date" means the day immediately preceding the related Certificate
Payment Date (whether or not a Business Day).

     "Registrar" has the meaning specified in Section 4.02.

     "Required Rate" with respect to any Monthly Allocation Date and the
principal amount outstanding as set forth on any of the Schedules attached to a
Security, means a per annum rate of interest which shall be calculated as
follows: first, calculate the amount of interest that would have accrued on (i)
the Interest Demand Note at the Commercial Paper Rate, as such rate shall be
adjusted monthly on the second Business Day preceding each Monthly Allocation
Date; (ii) on any Security representing the investment of any amount allocated
in reduction of the Outstanding Amount of the relevant class or classes of
[Notes][Certificates], at ____% per annum; in each case for the number of days
in each Interest Period (as defined in the [specify relevant Indenture or Trust
Agreement or Pooling and Servicing Agreement]) for such investment for such
Class on the basis of months assumed to consist of 30 days and years assumed to
consist of 360 days. Second, express the amount of interest so accrued as a per
annum rate on the amount invested in such Security for the period from the date
of investment in such Security to but excluding the Maturity of such Security,
on the basis of months assumed to consist of 30 days and years assumed to
consist of 360 days.

     "Securities" means the Company's TMCC Demand Notes.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor thereto, and the regulations promulgated thereunder.

     "Special Record Date" has the meaning specified in Section 2.12.

     "Stated Maturity Date" when used with respect to the principal on the
Securities means the date specified on the Schedule attached to the certificate
representing such Security as the fixed date on which the principal thereof is
due and payable, which date shall be (i) with respect to the Interest Demand
Note, the Business Day preceding the [Note][Certificate] Payment Date that
immediately follows the related Date of Investment; and (ii) with respect to any
Security representing the investment of any amount allocated in reduction of the
[Outstanding Amount of the relevant class or classes of Notes or Certificates],
the Business Day preceding the [specify relevant Final Scheduled Distribution
Date], as applicable.


                                      I-4
<PAGE>

     "Subsidiary" means any Corporation of which at the time of determination
the Company or one or more Subsidiaries owns or controls directly or indirectly
more than 50% of the shares of Voting Stock.

     "TIA" and "Trust Indenture Act" mean the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

     "Trustee" means U.S. Bank National Association, as trustee under the
Indenture until a successor replaces it in accordance with the provisions of the
Indenture, and thereafter means such successor.

     "Trust Officer," when used with respect to the Trustee, means any officer
within the Corporate Trust Office of the Trustee, or any other officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers or to whom any corporate trust
matter is referred because of such officer's knowledge and familiarity with the
particular subject.

     "United States" and "U.S." each mean the United States of America.

     "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.


                                      I-5
<PAGE>

                                                                       EXHIBIT A

THE TRUSTEE WILL NOT AUTHENTICATE OR DELIVER THIS SECURITY IN CONNECTION WITH
ANY REGISTRATION OF TRANSFER TO ANY PERSON UNLESS THE TRUSTEE HAS RECEIVED A
CERTIFICATION FROM THE TRANSFERRING HOLDER TO THE EFFECT THAT (i) IT IS NO
LONGER THE [OWNER TRUSTEE][INDENTURE TRUSTEE][TRUSTEE] OF THE TOYOTA AUTO
RECEIVABLES TRUST AND THE PROPOSED TRANSFEREE IS ITS SUCCESSOR IN SUCH CAPACITY,
OR (ii) A SWAP TERMINATION HAS OCCURRED AND SUCH PROPOSED TRANSFER IS MADE IN
CONTEMPLATION OF A LIQUIDATION OF THE TRUST ASSETS.

                            FORM OF FACE OF SECURITY

                         TOYOTA MOTOR CREDIT CORPORATION

                                TMCC Demand Notes

For amounts allocated as [specify relevant Interest Distributable Amounts],
[specify relevant Interest Carryover Shortfalls]

For amounts allocated to make applications in reduction of the Outstanding
Amount of [specify relevant classes of Notes or Certificates]

No.
   ----

        Toyota Motor Credit Corporation, a California corporation (the
"Company," which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to U.S. Bank National Association, in its capacity as Toyota Auto Receivables
[Owner Trustee][Indenture Trustee][Trustee] under the [specify relevant
Indenture or Trust Agreement or Pooling and Servicing Agreement] dated as of
_____ __, ____, or registered assigns, the principal sum of U.S. Dollars as
shall be set forth on the Schedule attached hereto as of the date of Maturity,
and to pay interest on the outstanding amount of principal, as set forth on the
Schedule from time to time, from the date such principal amount is originally
issued and outstanding to the Business Day next preceding the relevant
[Note][Certificate] Payment Date immediately following the related Date of
Investment (or from the most recent Interest Payment Date to which interest has
been paid or duly provided for to the Business Day next preceding the relevant
Certificate Payment Date immediately following such Interest Payment Date)(1),
(each an "Interest Payment Date"), at the then applicable Required Rate

---------------------------
     1 Insert for TMCC Demand Notes issued in connection with the investment of
amounts allocated in reduction of the Outstanding Amount of [specify relevant
Classes of Note or Certificates].


                                      A-1
<PAGE>

as such rate shall be adjusted on each Calculation Date(2), to but excluding the
date on which the principal hereof is paid or duly provided for. Interest on
this Security will be computed on the basis of a 360 day year of twelve 30 day
months. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the date that is one day (whether or not
a Business Day), next preceding such Interest Payment Date (each, a "Record
Date"). Any such interest which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date, shall forthwith cease to be payable
to the Holder on such Record Date by virtue of having been such Holder, and, at
the election of the Company, (i) may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date or (ii) may be
paid in any other lawful manner, all as more fully provided in the Indenture.
Payment of the principal and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in Chicago, Illinois
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; provided,
however, that, except as otherwise provided in the Indenture, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the register of Securities maintained by
the Registrar.

     The date of Maturity with respect to the principal (and the accrued
interest thereon to, but excluding, the date on which such principal is paid)
amount evidenced by this Security shall be, the earlier of (x) the Targeted
Maturity Date for the [specify relevant classes of Notes or Certificates(3) ]the
____ [Note][Certificate] ____ Payment Date ____ immediately following the
related Date of Investment(4), (y) the date specified in a demand (as evidenced
by the delivery to the Trustee of a demand in the form of Exhibit B to the
Indenture) for the payment of 100% of the outstanding principal amount of the
TMCC Demand Notes by any Holder following the occurrence of a Swap Termination
or (z) the date upon which the outstanding Securities become due and payable due
to the declaration of acceleration upon the occurrence of an Event of Default
under the terms of the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

---------------------------
     2 Insert for TMCC Demand Notes issued in connection with the investment of
any [specify relevant Interest Distributable Amounts], [specify relevant
Interest Carryover Shortfall Amounts].
     3 Insert for TMCC Demand Notes issued in connection with the investment of
amounts allocated in reduction of the Outstanding Amount of [specify relevant
Classes of Notes or Certificates].
     4 Insert for TMCC Demand Notes issued in connection with the investment of
any [specify relevant Interest Distributable Amounts], [specify relevant
Interest Carryover Shortfall Amounts].


                                      A-2
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

     Dated: _____ __, ____                   TOYOTA MOTOR CREDIT CORPORATION

                                             By:
                                                ------------------------------
                                                  Name: George. E. Borst
                                                  Title: Senior Vice President
                                                         and General Manager


<TABLE>
<CAPTION>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities described in the within-mentioned Indenture.

----------------------------------------------- ------ ----------------------------------------
<S>                                             <C>    <C>
U.S. Bank National Association,                        U.S. Bank National Association,
----------------------------------------------- ------ ----------------------------------------
        as Trustee                                             as Trustee
----------------------------------------------- ------ ----------------------------------------
                                                 OR
----------------------------------------------- ------ ----------------------------------------





By:                                                       By:
   ----------------------------------                        ------------------------------
        Authorized Signatory                                   as Authenticating Agent


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

                                                       By:
                                                          --------------------------------
                                                               Authorized Signatory
----------------------------------------------- ------ ----------------------------------------
</TABLE>


<PAGE>

                           FORM OF REVERSE OF SECURITY

                         TOYOTA MOTOR CREDIT CORPORATION

                                TMCC DEMAND NOTES

     1. INDENTURE.

     This Security is one of the duly authorized issue of the Company's TMCC
Demand Notes (the "Securities"), issued by the Company under an Indenture dated
as of _________ ___, ____ (as the same may be amended or supplemented from time
to time, the "Indenture") between the Company and U.S. Bank National
Association, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture).

     The Securities are unsecured general obligations of the Company, limited to
an aggregate principal amount of $[__________], except as otherwise provided in
the Indenture.

     No reference herein to the Indenture and no provision of this Security or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate and in the coin and currency herein and
in the Indenture prescribed.

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: Toyota Motor Credit
Corporation, Attention: Treasury Department.

     2. CAPITALIZED TERMS.

     Capitalized terms used in this Security have the meanings assigned to them
in the Indenture unless otherwise defined in this Security.

     3. PAYING AGENT AND REGISTRAR.

     The Trustee has been appointed to act as initial Paying Agent and Registrar
for the Securities in Chicago, Illinois. The Company may appoint additional
Paying Agents and co-Registrars, and may change any Paying Agent, Registrar or
co-Registrar, all as provided in the Indenture. Except as otherwise provided in
the Indenture, the Trustee, the Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-Registrar.

     4. REDEMPTION.

     The Securities are not redeemable prior to their respective Maturities at
the option of the Company, in whole or from time to time in part.


                                      A-4
<PAGE>

     5. DENOMINATIONS; TRANSFER; EXCHANGE.

     The Securities are issuable only in registered form, without coupons, in
denominations of at least U.S. $0.01 and integral multiples of $0.01 in excess
thereof. The Securities may be transferred only in accordance with the
provisions of Section 2.06(a) of the Indenture. A Holder may register the
exchange of any Security only in accordance with the provisions of Section 2.06
of the Indenture. The Registrar or a co-Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents in form
satisfactory to the Registrar and the Trustee. No service charge shall be made
to a Holder 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, except as otherwise
provided in the Indenture. The Company will maintain in Chicago, Illinois, an
office or agency where Securities may be surrendered for registration of
transfer or exchange.

     6. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any Agent may treat the Person in whose name such
Security is registered as the owner of such Security for all purposes.

     7. UNCLAIMED MONEY.

     The Trustee and the Paying Agent shall pay to the Company upon written
request any U.S. Legal Tender held by them for the payment of the principal of
or interest on the Securities which remains unclaimed for two years after the
date on which such payment shall have become due. After payment to the Company
as aforesaid, Holders entitled to such moneys must look to the Company for such
payment unless an applicable abandoned property law designates another Person.

     8. DISCHARGE PRIOR TO MATURITY.

     If the Company irrevocably deposits with the Trustee U.S. Legal Tender
sufficient to pay the principal of and interest on the Securities to maturity,
or if all the outstanding Securities have been delivered to the Trustee for
cancellation, and in either case if the Company complies with the other
provisions of the Indenture relating thereto, the Company will be discharged
from certain provisions of the Indenture and the Securities, excluding its
obligation to pay the principal of and interest on the Securities.

     9. AMENDMENT; SUPPLEMENT; WAIVER.

     Subject to certain exceptions and limitations set forth in the Indenture,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding, and compliance with any provision or obligation
under the Indenture or the Securities may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. The Indenture also permits the Company and the Trustee, without
notice to or consent of any Holder, to enter into certain amendments or
supplements to the Indenture or the Securities.


                                      A-5
<PAGE>

     10. DEFAULTS AND REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in principal amount of the outstanding Securities, may
declare all unpaid principal of and accrued interest on the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture. The Indenture provides that the Holders of a majority in principal
amount of the Securities outstanding may rescind an acceleration of the
Securities and its consequences on the terms and subject to the conditions set
forth in the Indenture. The Indenture also provides that the Holders of a
majority in principal amount of the outstanding Securities may waive an existing
Default or Event of Default and its consequences except, among other things, a
default in the payment of the principal of or interest on any of the Securities
which has not been cured as provided in Section 6.02.

     11. RESERVED.

     12. NO RECOURSE AGAINST OTHERS.

     A director, officer, employee, stockholder or incorporator, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities 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
Security waives and releases all such Persons from such liability. Such waiver
and release are part of the consideration for the issuance of the Securities.

     13. AUTHENTICATION.

     This Security and the entries on the Schedule shall not be valid unless the
Trustee or an authenticating agent has signed the certificate of authentication
on this Security and such Schedule by manual signature or has satisfied the
provisions set forth in the last paragraph of Section 2.02 of the Indenture.

     14. GOVERNING LAW; HEADINGS.

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD (TO THE EXTENT PERMITTED BY LAW) TO
PRINCIPLES OF CONFLICTS OF LAW.

     The headings in this Security are for convenience of reference only and
shall not be deemed a part of this Security or limit or otherwise affect the
meaning hereof.


                                      A-6
<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto

(Insert Taxpayer Identification No.)
                                     ---------------------

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

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

(Please print or typewrite name and address including postal zip code of
assignee)

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

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________ attorney to transfer said Security on the books
of the Company with full power of substitution in the premises.


                                      A-7
<PAGE>

                                   SCHEDULE TO
                                TMCC DEMAND NOTE
                            NUMBER
                                  ---------------
              MAXIMUM AMOUNT $
                              --------------------------------

<TABLE>
<CAPTION>

                          AMOUNTS INVESTED                                AMOUNTS PAID
                  ------------------------                     ------------------------------
   Date of
 Investment                Aggregate     Current     Stated                            Principal
     or        Amount of    Amount      Required   Maturity    Principal   Interest      Balance    Initial of
   PAYMENT    Investment   Invested       Rate       Date        Amount     Amount     Outstanding   Trustee
   -------    ----------   --------       ----       ----        ------     -------    -----------   -------
<S>           <C>          <C>          <C>        <C>         <C>         <C>         <C>          <C>
</TABLE>


                                       A-8
<PAGE>

                                    EXHIBIT B

                                 FORM OF DEMAND

     The undersigned hereby certifies to U.S. Bank National Association, in its
capacity as trustee (the "Trustee") under the Indenture dated as of _____ __,
____ (the "Indenture") between the Trustee and Toyota Motor Credit Corporation,
that it is the holder of all or a portion of the Securities issued and
outstanding under the Indenture, and that pursuant to the terms of the
Indenture, it is demanding the payment in full of the principal (plus accrued
interest thereon to the date specified below) of the outstanding Securities in
connection with:

     the occurrence of a Swap Termination (which I hereby certify is effective
as of ) --------------------------

     the downgrade of the Company's short-term debt to a rating less than "A-1+"
by Standard & Poor's or "P-1" by Moody's or a downgrade of the Company's
long-term debt to a rating less than "AA" by Standard & Poor's or "Aa3" by
Moody's (and I hereby certify that I have obtained the advice of
__________________________________________ pursuant to Section 4.01 of the
Indenture and have received the advice required by such Section concerning
ratings downgrades from __________________________________________________ of
Standard & Poor's and from _____________________________ of Moody's Investor's
Service

     The date on which such principal and accrued interest is to be paid is: .

Dated:
                               By:
                                  ---------------------------------------