<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                             SYNOVUS FINANCIAL CORP.

                                       and

              THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.,

                                     Trustee

                                 _______________

                                    INDENTURE

                          Dated as of February 18, 2003

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

                       4.875% SUBORDINATED NOTES DUE 2013

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

<PAGE>

                         Reconciliation and Tie Sheet*
                                     between
                  Provisions of the Trust Indenture Act of 1939
                                       and
                    Indenture, dated as of February 18, 2003
                                     between
                             SYNOVUS FINANCIAL CORP.
                                       and
          THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., Trustee

<TABLE>
<CAPTION>
Section of Act                                                                          Section of Indenture
--------------                                                                          --------------------
<S>                                                                                     <C>
310(a)(1), (2)......................................................................        5.08
310(a)(3), (4)......................................................................        Inapplicable
310(a)(5)...........................................................................        5.08
310(b)..............................................................................        **
310(c)..............................................................................        Inapplicable
311(a), (b).........................................................................        **
311(c)..............................................................................        Inapplicable
312.................................................................................        **
313(a)..............................................................................        **
313(b)(1)...........................................................................        Inapplicable
313(b)(2)...........................................................................        **
313(c), (d).........................................................................        **
314(a)..............................................................................        **
314(b)..............................................................................        Inapplicable
314(c)(1) and (2)...................................................................        13.05
314(c)(3)...........................................................................        Inapplicable
314(d)..............................................................................        Inapplicable
314(e)..............................................................................        13.05
314(f)..............................................................................        Inapplicable
315(a), (c) and (d).................................................................        5.01
315(b)..............................................................................        4.08
315(e)..............................................................................        4.09
316(a)(1)...........................................................................        4.01 and 4.07
316(a)(2)...........................................................................        Omitted
316(a) last sentence................................................................        6.04
316(b)..............................................................................        4.04
316(c)..............................................................................        6.05
317(a)..............................................................................        4.02
317(b)..............................................................................        3.03(a)
318(a)..............................................................................        13.07
</TABLE>

-------------------
*    This Reconciliation and Tie-sheet is not a part of the Indenture.

**   Included pursuant to Section 318(c) of the Trust Indenture Act of 1939.
<PAGE>

                               TABLE OF CONTENTS*
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
PARTIES               ...........................................................................................       1

RECITALS              ...........................................................................................       1

ARTICLE ONE DEFINITIONS..........................................................................................       1

         Section 1.01      Definitions...........................................................................       1

ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES....................................       7

         Section 2.01      Form and Dating.......................................................................       7
         Section 2.02      Execution and Authentication..........................................................       8
         Section 2.03      Note Registrar........................................................................      10
         Section 2.04      Holder Lists..........................................................................      10
         Section 2.05      Global Note Provisions................................................................      10
         Section 2.06      Legends...............................................................................      11
         Section 2.07      Exchange and Registration of Transfer of Notes........................................      11
         Section 2.08      Mutilated, Destroyed; Lost or Stolen Notes............................................      19
         Section 2.09      Temporary Notes.......................................................................      19
         Section 2.10      Cancellation of Notes Paid, etc.......................................................      20
         Section 2.11      Payment of Interest; Interest Rights Preserved........................................      20
         Section 2.12      Add On Notes..........................................................................      21
         Section 2.13      Additional Interest Under Registration Rights Agreement...............................      22

ARTICLE THREE PARTICULAR COVENANTS OF THE COMPANY................................................................      22

         Section 3.01      Payment of Principal and Interest.....................................................      22
         Section 3.02      Offices for Notices and Payments, etc.................................................      23
         Section 3.03      Provisions as to Paying Agent.........................................................      24
         Section 3.04      Statement as to Compliance............................................................      25
         Section 3.05      Corporate Existence...................................................................      25

ARTICLE FOUR REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENT OF DEFAULT.........................................      25

         Section 4.01      Events of Default.....................................................................      25
         Section 4.02      Payment of Notes on Default; Suit Therefor............................................      27
         Section 4.03      Application of Money Collected By Trustee.............................................      29
         Section 4.04      Proceedings by Noteholders............................................................      29
         Section 4.05      Proceedings by Trustee................................................................      30
</TABLE>

-------------
*    This table of contents is not part of the Indenture.

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 4.06      Remedies Cumulative and Continuing; Delay or Omission Not Waiver......................      30
         Section 4.07      Direction of Proceedings and Waiver of Defaults by Majority of Noteholders............      30
         Section 4.08      Notice of Defaults....................................................................      31
         Section 4.09      Undertaking to Pay Costs..............................................................      31

ARTICLE FIVE CONCERNING THE TRUSTEE..............................................................................      31

         Section 5.01      Duties and Responsibilities of Trustee................................................      31
         Section 5.02      Reliance on Documents, Opinions, etc..................................................      32
         Section 5.03      No Responsibility for Recitals, etc...................................................      34
         Section 5.04      Trustee, Paying Agents or Note Registrar May Own Notes................................      34
         Section 5.05      Money to be Held in Trust.............................................................      34
         Section 5.06      Compensation and Expenses of Trustee..................................................      34
         Section 5.07      Officers' Certificate as Evidence.....................................................      35
         Section 5.08      Eligibility of Trustee................................................................      35
         Section 5.09      Resignation or Removal of Trustee.....................................................      35
         Section 5.10      Acceptance by Successor Trustee.......................................................      37
         Section 5.11      Succession by Merger, etc.............................................................      37

ARTICLE SIX CONCERNING THE NOTEHOLDERS...........................................................................      38

         Section 6.01      Action by Noteholders.................................................................      38
         Section 6.02      Proof of Execution by Noteholders.....................................................      38
         Section 6.03      Who Are Deemed Absolute Owners........................................................      39
         Section 6.04      Company Owned Notes Disregarded.......................................................      39
         Section 6.05      Revocation of Consents; Future Holders Bound..........................................      39

ARTICLE SEVEN NOTEHOLDERS' MEETINGS..............................................................................      40

         Section 7.01      Purposes of Meetings..................................................................      40
         Section 7.02      Call of Meetings by Trustee...........................................................      40
         Section 7.03      Call of Meetings by Company or Noteholders............................................      40
         Section 7.04      Qualifications for Voting.............................................................      41
         Section 7.05      Regulations...........................................................................      41
         Section 7.06      Quorum................................................................................      41
         Section 7.07      Voting................................................................................      42
         Section 7.08      No Delay of Rights by Meeting.........................................................      42

ARTICLE EIGHT SUPPLEMENTAL INDENTURES............................................................................      43

         Section 8.01      Supplemental Indentures Without Consent of Noteholders................................      43
         Section 8.02      Supplemental Indentures with Consent of Noteholders...................................      44
         Section 8.03      Compliance with Trust Indenture Act; Effect of Supplemental Indentures................      44
         Section 8.04      Notation on Notes.....................................................................      45
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 8.05      Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..............      45

ARTICLE NINE CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE...................................................      45

         Section 9.01      Company May Consolidate, etc., on Certain Terms.......................................      45
         Section 9.02      Successor Person Substituted..........................................................      46

ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE..............................................................      46

         Section 10.01     Discharge of Indenture................................................................      46
         Section 10.02     Deposited Money to be Held in Trust by Trustee........................................      47
         Section 10.03     Paying Agent to Repay Money Held......................................................      47
         Section 10.04     Return of Unclaimed Money.............................................................      47
         Section 10.05     Discharge of Indenture as to Notes....................................................      48
         Section 10.06     Repayment to Company of Deposits Made Pursuant to Section 10.05.......................      49
         Section 10.07     Deposits Irrevocable..................................................................      49
         Section 10.08     Reinstatement.........................................................................      49

ARTICLE ELEVEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...................................      50

         Section 11.01     Indenture and Notes Solely Corporate Obligations......................................      50

ARTICLE TWELVE SUBORDINATION OF SECURITIES.......................................................................      50

         Section 12.02     Obligation of the Company Unconditional...............................................      52
         Section 12.03     Notice to Trustee of Facts Prohibiting Payment........................................      52
         Section 12.04     Application by Trustee of Moneys Deposited with It....................................      53
         Section 12.05     Subrogation to Rights of Holders of Senior Indebtedness...............................      53
         Section 12.06     Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior
                            Indebtedness.........................................................................      53
         Section 12.07     Authorization of Trustee to Effectuate Subordination of Notes.........................      53
         Section 12.08     Right of Trustee to Hold Senior Indebtedness..........................................      54
         Section 12.09     Article Twelve Not to Prevent Events of Default.......................................      54
         Section 12.10     Article Applicable to Paying Agents...................................................      54
         Section 12.11     Reliance on Judicial Order or Certificate of Liquidating Agent........................      54
         Section 12.12     Trustee Not Fiduciary for Holders of Senior Indebtedness..............................      54
         Section 12.13     Payment Permitted If No Default.......................................................      55

ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS........................................................................      55

         Section 13.01     Provisions Binding on Company's Successors............................................      55
         Section 13.02     Official Acts by Successor............................................................      55
         Section 13.03     Addresses for Notices; etc............................................................      55
         Section 13.04     Governing Law.........................................................................      55
         Section 13.05     Evidence of Compliance with Conditions Precedent......................................      56
         Section 13.06     Legal Holidays........................................................................      56
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         Section 13.07     Trust Indenture Act to Control........................................................      56
         Section 13.08     No Security Interest Created..........................................................      56
         Section 13.09     Benefits of Indenture.................................................................      57
         Section 13.10     Payments to be Made in U.S. Dollars...................................................      57
         Section 13.11     Authenticating Agent..................................................................      57
         Section 13.12     Table of Contents, Headings, etc......................................................      58
         Section 13.13     Execution in Counterparts.............................................................      58
</TABLE>

                                       iv

<PAGE>

                  THIS INDENTURE, dated as of February 18, 2003, is entered into
by SYNOVUS FINANCIAL CORP., a Georgia corporation (such corporation or, subject
to Article Nine, its successors and assigns, the "Company"), and THE BANK OF NEW
YORK TRUST COMPANY OF FLORIDA, N.A., a national banking association organized
under the federal laws of the United States (such national banking association
or, subject to Article Five, its successors and assigns as Trustee under this
Indenture, the "Trustee").

                             RECITAL OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of an unlimited amount of its 4.875%
Subordinated Notes Due 2013, as provided herein, which will be issued initially
in an aggregate principal amount of $300,000,000 (together with any Exchange
Notes issued therefor and any Add On Notes (or any Exchange Note issued
therefor), in each case as provided herein, the "Notes"). The Company may
authorize the issuance of additional Notes from time to time, which will have
the same terms and will be the same series as the Notes initially issued
pursuant to this Indenture.

                  For and in consideration of the premises and the purchase of
the Notes by the holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all holders of the Notes, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01      DEFINITIONS

                  The terms defined in this Section 1.01 (except to the extent
the application of such definitions is expressly limited to certain instances,
and except as otherwise expressly provided in this Indenture or unless the
context otherwise requires) for all purposes of this Indenture will have the
respective meanings specified in this Section 1.01. Except as otherwise
expressly provided in this Indenture or unless the context otherwise requires,
all other terms used in this Indenture that are defined in the Trust Indenture
Act or that the Trust Indenture Act defines by reference to the Securities Act
of 1933 or by Commission rule under the Trust Indenture Act will have the
meanings assigned to such terms in the Trust Indenture Act, in such rule
thereunder or in such Securities Act as in force at the date of the execution of
this Indenture.

                  "Add On Notes" has the meaning specified in Section 2.12.

                  "Agent Member" has the meaning specified in Section 2.05(b).

                  "Authenticating Agent" (i) means any Person appointed by the
Trustee pursuant to Section 13.11 to act on behalf of the Trustee to
authenticate Notes, and (ii) initially means the Trustee.

                  "Bankruptcy Event of Default" has the meaning specified in
Section 4.01.

<PAGE>

                  "Board of Directors" means the board of directors of the
Company or, with respect to any matter, any committee of the Board of Directors
duly authorized to act for the Board of Directors with respect to such matter.

                  "Business Day" means any day other than a Saturday or Sunday
that is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law or regulation to close in The City of New York.

                  "Cede" has the meaning specified in Section 2.01(e).

                  "Clearstream Luxembourg" has the meaning specified in Section
2.01(e).

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this Indenture the
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

                  "Company" means the corporation identified as the Company in
the first paragraph of this Indenture until a successor Person shall succeed to
and be substituted for the Company pursuant to the provisions of Article Nine,
and thereafter shall mean such successor Person.

                  "Company Order" means a written request or order signed in the
name of the Company by its Chairman of the Board, any Vice Chairman, its Chief
Executive Officer, its President, any of its Executive Vice Presidents or any of
its Senior Vice Presidents and its Treasurer, any of its Assistant Treasurers,
its Secretary or any Assistant Secretary, and delivered to the Trustee.

                  "Corporate Trust Office" or any other similar term means the
principal office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office, at the date of this
instrument, is located at Towermarc Plaza, 2nd Floor, 10161 Centurion Parkway,
Jacksonville, Florida 32256, Attention: Corporate Trust Department.

                  "Defaulted Interest" has the meaning specified in Section
2.11.

                  "Definitive Note" has the meaning specified in Section
2.05(c).

                  "Depositary", with respect to the Notes issued in the form of
one or more Global Notes, means the Depository Trust Company, New York, New
York, until a successor Depositary shall have been appointed pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" means or
includes each person who is then a Depositary hereunder.

                  "Distribution Compliance Period" has the meaning specified in
Section 2.01(e).

                  "Euroclear" has the meaning specified in Section 2.01(e).

                                       2

<PAGE>

                  "Event of Default" means any event specified in Section 4.01,
continued for the period of time, if any, and after the giving of the notice, if
any, designated in Section 4.01.

                  "Exchange Note" means any Note issued in a Registered Exchange
Offer in exchange for a like principal amount of Notes originally issued
pursuant to an exemption from registration under the Securities Act, and
replacement Notes issued therefor in accordance with this Indenture and
containing terms substantially identical to the Initial Notes or any Add On
Notes, if applicable (except that (i) such Exchange Notes will be registered
under the Securities Act and will not be subject to transfer restrictions or
bear the legends set forth in Sections 2.06(b) and (c), and (ii) the provisions
relating to additional interest set forth in Section 2.13 will be eliminated).

                  "Global Note" means any Note issued in fully-registered
certificated form to the Depositary (or its nominee), as depositary for the
beneficial owners thereof, which shall be substantially in the form of Appendix
A, with appropriate legends as specified in Section 2.06 and Appendix A.

                  "Indenture" means this instrument as originally executed or,
if amended or supplemented as provided in this Indenture, as so amended or
supplemented.

                  "Initial Purchasers" means Banc of America Securities LLC,
Salomon Smith Barney Inc., Goldman, Sachs & Co., Raymond James & Associates,
Inc. and Sandler O'Neill & Partners, L.P., or with respect to any Add On Notes,
the initial purchasers (or, if applicable, underwriters) of such Add On Notes.

                  "Interest Payment Date", when used with respect to any Note,
means each February 15 and August 15, beginning August 15, 2003 when interest on
the Notes is payable.

                  "Issue Date" means February 18, 2003.

                  "Issue Date Notes" means the $300,000,000 aggregate principal
amount of Notes originally issued on the Issue Date in accordance with this
Indenture, and any replacement Notes issued therefor.

                  "Issue Date Registration Rights Agreement" means the
Registration Rights Agreement, dated as of February 18, 2003, between the
Company and the Initial Purchasers.

                  "Non-U.S. Beneficial Ownership Certification" has the meaning
specified in Section 2.01(e).

                  "Note" or "Notes" has the meaning stated in the recital of
this Indenture and means any Note or Notes, as the case may be, authenticated
and delivered pursuant to this Indenture.

                  "Note Custodian" means the custodian with respect to any
Global Note appointed by the Depositary or any successor Person thereto, and
shall initially be the Trustee.

                  "Note Register" has the meaning specified in Section 2.03(a).

                                       3

<PAGE>

                  "Note Registrar" has the meaning specified in Section 2.03(a).

                  "Noteholder", "holder of Notes", "holder" or other similar
term means any Person in whose name at the time a particular Note is registered
on the Note Register.

                   "Officers' Certificate", when used with respect to the
Company, means a certificate signed by the Chairman of the Board, any Vice
Chairman, the Chief Executive Officer, the President, any Executive Vice
President or any Senior Vice President and by the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company. Except as
otherwise provided in this Indenture, each such certificate shall include the
statements provided for in Section 13.05.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company, and who
shall be acceptable to the Trustee. Except as otherwise provided in this
Indenture, each such opinion shall include the statements provided for in
Section 13.05.

                  "outstanding", when used with reference to Notes, subject to
the provisions of Section 6.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee pursuant to this Indenture except:

                  (a)      such Notes theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b)      such Notes, or portions thereof, for the payment of
         which money in the necessary amount shall have been deposited in trust
         with the Trustee or with any Paying Agent (other than the Company) or
         shall have been set aside and segregated in trust by the Company (if
         the Company shall act as its own Paying Agent); and

                  (c)      Notes in lieu of or in substitution for which other
         Notes shall have been authenticated and delivered pursuant to the terms
         of Section 2.08, except to the extent that a bona fide holder in due
         course of any such Notes shall have presented proof satisfactory to the
         Trustee that such holder is a bona fide holder in due course of any
         such Notes.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of and any premium or interest on the Notes on behalf of the
Company.

                  "Person" means a corporation, an association, a partnership, a
limited liability company, a joint venture, an organization, a trust, an
individual, a government or a political subdivision thereof or a governmental
agency.

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt that was evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.08 in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.

                                       4

<PAGE>

                  "Private Placement Legend" has the meaning specified in
Section 2.06(b).

                  "Ranking Junior to the Notes", when used with respect to any
obligation of the Company, means any obligation of the Company which (a) ranks
junior to and not equally with or prior to the Notes in right of payment upon
the happening of any event of the kind specified in the first sentence of the
first paragraph of Section 12.01, and (b) is specifically designated as ranking
junior to the Notes by express provisions in the instrument creating or
evidencing such obligation.

                  "Ranking on a Parity with the Notes", when used with respect
to any obligation of the Company, means any obligation of the Company which (a)
ranks equally with and not prior to the Notes in right of payment upon the
happening of any event of the kind specified in the first sentence of the first
paragraph of Section 12.01, and (b) is specifically designated as ranking on a
parity with the Notes by express provision in the instrument creating or
evidencing such obligation. The securing of any obligations of the Company,
otherwise Ranking on a Parity with the Notes or Ranking Junior to the Notes, is
not deemed to prevent such obligations from constituting obligations Ranking on
a Parity with the Notes or Ranking Junior to the Notes.

                  "Registered Exchange Offer" means an exchange offer by the
Company registered under the Securities Act pursuant to which Notes originally
issued pursuant to an exemption from registration under the Securities Act are
exchanged for Notes of like principal amount not bearing the Private Placement
Legend.

                  "Registration Rights Agreement" means any registration rights
agreement between the Company and one or more investment banks acting as initial
purchasers in connection with any issuance of Notes under this Indenture,
including the Issue Date Registration Rights Agreement.

                  "Registration Statement" means an effective shelf registration
statement under the Securities Act that registers the resale by holders (and
beneficial owners) of Notes (or beneficial interests therein) originally issued
pursuant to an exemption from registration under the Securities Act.

                  "Regular Record Date", with respect to the interest payable on
any Interest Payment Date on the Notes, means the February 1 or August 1, as the
case may be, immediately preceding an Interest Payment Date.

                  "Regulation S" has the meaning specified in Section 2.01(e).

                  "Regulation S Global Note" has the meaning specified in
Section 2.01(e).

                  "Regulation S Permanent Global Note" has the meaning specified
in Section 2.01(e).

                  "Regulation S Temporary Global Note" has the meaning specified
in Section 2.01(e).

                                       5

<PAGE>

                  "Responsible Officer", when used with respect to the Trustee,
means (i) the Chairman or Vice Chairman of its board of directors, (ii) the
Chairman or Vice Chairman of the executive committee of the board of directors
or the President, (iii) any Vice President, any senior trust officer, any trust
officer, any assistant trust officer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by
the persons who at the time shall be the above-named officers and in each case
who is assigned to the corporate trust department of the Trustee and (iv) any
employee of the Trustee to whom any corporate trust matter with respect to this
Indenture is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Rule 144A" has the meaning specified in Section 2.01(d).

                  "Rule 144A Global Note" has the meaning specified in Section
2.01(d).

                  "Securities Act" has the meaning specified in Section 2.01(d).

                  "Senior Indebtedness" means the following, whether now
outstanding or subsequently created, assumed or incurred: (1) all indebtedness
of the Company for money borrowed, including any obligation of, or any
obligation guaranteed by, the Company, for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, securities, notes or other
written instruments; (2) any deferred obligation of the Company for the payment
of the purchase price of property or assets acquired other than in the ordinary
course of business; (3) all obligations, contingent or otherwise, of the Company
in respect of any letters of credit, bankers acceptances, security purchase
facilities and similar transactions; (4) all capital lease obligations of the
Company; (5) all obligations of the Company in respect of interest rate swap,
cap or other agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contacts, commodity contracts and other
similar agreements; (6) all obligations of the type referred to in clauses (1)
through (5) of other Persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise; provided, however, that "senior
indebtedness" does not include (a) the Notes issued under this Indenture, (b)
any obligation Ranking on a Parity with the Notes, or (c) any obligation Ranking
Junior to the Notes.

                  "Special Record Date" has the meaning specified in Section
2.11.

                  "Stated Maturity", when used with respect to any Note or any
installment of principal thereof, premium, if any, or interest thereon, means
the date specified in such Note as the fixed date on which the principal of such
Note, premium, if any, or such installment of interest is due and payable.

                  "Subsidiary" means any Person of which a majority of the
aggregate voting power of the outstanding Voting Stock at the time shall be
owned by the Company or by the Company and one or more Subsidiaries or by one or
more Subsidiaries.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
it was in force at the date of execution of this Indenture, except as provided
in Section 8.03; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as so amended.

                                       6

<PAGE>

                  "Trustee" means the Person identified as the Trustee in the
first paragraph of this Indenture until a successor shall succeed to the trusts
created by this Indenture pursuant to the provision of Article Five, and
thereafter shall mean such successor.

                  "United States" means the United States of America (including
the District of Columbia) and its possessions.

                  "U.S. Government Obligations" has the meaning specified in
Section 10.05(b).

                  "Vice President", when used with respect to the Company or the
Trustee, means any such officer whether or not designated by a number or a word
or words added before or after such title.

                  "Voting Stock" of a Person means stock or any other form of
equity or voting interest of the class or classes having general voting power in
an election of the board of directors, managing partners, managers or trustees
of such Person (irrespective of whether, at the time, stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency).

           ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

SECTION 2.01      FORM AND DATING

                  (a)      The Issue Date Notes are being originally offered and
sold by the Company pursuant to a Purchase Agreement dated February 12, 2003
between the Company and the Initial Purchasers. The Notes will be issued in
fully-registered certificated form without coupons, and in denominations of
$1,000 and any integral multiple thereof. The Notes and the Trustee's
certificate of authentication shall be substantially in the form of Appendix A.

                  (b)      The terms and provisions of the Notes, the form of
which is in Appendix A and Appendix B, as applicable, shall constitute, and are
hereby expressly 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 such terms and provisions and to be bound thereby. Except as
otherwise expressly permitted in this Indenture, all Notes shall be identical in
all respects. Notwithstanding any differences among them, all Notes issued under
this Indenture shall vote and consent together on all matters as one class.

                  (c)      The Notes may have notations, legends or endorsements
as specified in Section 2.06 or as otherwise required by law, stock exchange
rule or the Depositary's rules or usage. The Company and the Trustee shall
approve the form of the Notes and any notation, legend or endorsement on them.
Each Note shall be dated the date of its authentication.

                  (d)      Notes initially offered and sold to qualified
institutional buyers (as defined in Rule 144A ("Rule 144A") under the United
States Securities Act of 1933, as amended (the "Securities Act")) in the United
States in reliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 144A must be issued in the form of one or more
permanent Global Notes (each, a "Rule 144A Global Note").

                                       7

<PAGE>

                  (e)      Notes originally offered and sold outside the United
States in reliance on Regulation S ("Regulation S") under the Securities Act
must be issued in the form of one or more temporary Global Notes (each, a
"Regulation S Temporary Global Note"). Each such Global Note must be duly
executed by the Company, authenticated by the Trustee in the manner set forth in
Section 2.02 hereof, deposited with the Trustee, as Note Custodian, and
registered in the name of Cede & Co. ("Cede"), as nominee of the Depositary, for
credit to the respective accounts of the participants of the Depositary acting
as depositaries for Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream
Banking, societe anonyme ("Clearstream Luxembourg"), or such other accounts as
the Initial Purchasers may direct. An interest in a Regulation S Temporary
Global Note will be exchangeable for an interest in a permanent Global Note (a
"Regulation S Permanent Global Note," and together with the Regulation S
Temporary Global Note, a "Regulation S Global Note") on or after the expiration
of the Distribution Compliance Period upon the receipt by the Note Registrar of
a certificate in the form of Appendix C-1 (a "Non-U.S. Beneficial Ownership
Certification") to the effect that Euroclear or Clearstream Luxembourg, as
applicable, has received a certificate in the form of Appendix C-2, from the
holder of a beneficial interest in such Regulation S Temporary Global Note (or
its agent) in the principal amount to be exchanged. Upon receipt by the Note
Registrar of a Non-U.S. Beneficial Ownership Certification, (i) with respect to
the first such Non-U.S. Beneficial Ownership Certification, the Company will
execute, and upon Company Order the Trustee will authenticate and deliver to the
Note Custodian, one or more Regulation S Permanent Global Notes and (ii) with
respect to the first and each subsequent Non-U.S. Beneficial Ownership
Certification, the Note Registrar and the Note Custodian shall exchange the
interest in the Regulation S Temporary Global Note covered by such Non-U.S.
Beneficial Ownership Certification for an interest of equal principal amount in
a Regulation S Permanent Global Note. Upon any exchange of an interest in a
Regulation S Temporary Global Note for a comparable interest in the Regulation S
Permanent Global Note, the Note Registrar shall decrease the Regulation S
Temporary Global Note and increase the Regulation S Permanent Global Note, in
each case in an amount equal to the principal amount of Notes covered by the
applicable Non-U.S. Beneficial Ownership Certification.

                  As used in this Agreement, the term "Distribution Compliance
Period" means the period of 40 consecutive days beginning on and including the
later of (i) the day on which the Notes are first offered by the Initial
Purchasers for the Notes to Persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the day on which the closing
for the offering of the Notes occurs.

SECTION 2.02      EXECUTION AND AUTHENTICATION

                  (a)      The Notes shall be signed in the name and on behalf
of the Company by the manual or facsimile signature of its Chairman of the
Board, its Chief Executive Officer, its President or any Senior Vice President
and attested by its Secretary or an Assistant Secretary, under its corporate
seal (which may be printed, engraved or otherwise reproduced thereon, by
facsimile or otherwise).

                  (b)      No Note shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose unless such Note bears
thereon a certificate of authentication substantially in the form set forth in
Appendix A validly executed by the authorized signatory of

                                       8

<PAGE>

the Trustee or the Authenticating Agent, if a Person other than the Trustee.
Such certificate by the Trustee upon any Note executed by the Company shall be
conclusive evidence that the Note so authenticated has been duly authenticated
and delivered under this Indenture.

                  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Section 2.02 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors or trustees or Responsible Officers shall determine
that such action would expose the Trustee to personal liability to existing
holders.

                  (c)      In case any officer of the Company whose manual or
facsimile signature appears on any of the Notes shall cease to be such officer
before the Notes so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Notes nevertheless may be
authenticated and delivered or disposed of as though the person whose manual or
facsimile signature appears on such Notes had not ceased to be such officer of
the Company; and any Note may bear the manual or facsimile signature on behalf
of the Company by such persons as, at the actual date of the execution of such
Note, shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such person was not such an officer.

                  (d)      At any time and from time to time after the execution
and delivery of this Indenture, the Trustee shall authenticate and make
available for delivery Notes upon a Company Order specifying the principal
amount of the Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated. The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is unlimited.

                  (e)      The Trustee may appoint an Authenticating Agent
pursuant to Section 13.11 hereof to authenticate the Notes. Unless limited by
the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent.

                  (f)      In case a successor Person has executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes
authenticated or delivered prior to such transaction may, from time to time, at
the request of the successor Person, be exchanged for other Notes executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise identical to the Notes surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the successor Person, shall authenticate and deliver Notes as specified in such
order for the purpose of such exchange. If Notes shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.02 in exchange or substitution for or upon registration of
transfer of any Notes, such successor Person, at the option of the holders but
without expense to them, shall provide for the exchange of all Notes at the time
outstanding for Notes authenticated and delivered in such new name.

                                       9

<PAGE>

SECTION 2.03      NOTE REGISTRAR

                  (a)      The Company shall keep, at the office or agency to be
maintained by the Company in accordance with the provisions of Section 3.02 a
register or registers (the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for registration of
Notes and registration of transfer of Notes as provided in Article Two. The Note
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. At all reasonable times
the Note Register shall be open for inspection by the Trustee. Upon due
presentment for registration of transfer of any Note at such office or agency,
the Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Note or Notes for an
equal aggregate principal amount. The Company hereby initially appoints the
Trustee, at its Corporate Trust Office, as Note Registrar ("Note Registrar"),
until such time as another Person is appointed as such.

                  (b)      The Company shall enter into an appropriate agency
agreement with any Note Registrar not a party to this Indenture, which shall
incorporate the terms of the Trust Indenture Act. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of each such agent. If the Company
fails to maintain a Note Registrar, the Trustee shall act as such and shall be
entitled to appropriate compensation therefore pursuant to Section 5.06. The
Company may act as Note Registrar, until such time as another Person is
appointed as such.

SECTION 2.04      HOLDER LISTS

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of holders. If the Trustee is not the Note Registrar, or to the extent
otherwise required under the Trust Indenture Act, the Company shall furnish to
the Trustee, in writing at least seven Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of holders.

SECTION 2.05      GLOBAL NOTE PROVISIONS

                  (a)      Each Global Note initially shall: (i) be duly
executed by the Company in the manner set forth in Section 2.02, (ii) be
authenticated by the Trustee in the manner set forth in Section 2.02 hereof,
(iii) be deposited with the Trustee, at its Corporate Trust Office, as Note
Custodian, (iv) be registered in the name of Cede, as nominee of the Depositary,
for credit to the respective accounts of the Initial Purchasers for the Notes at
the Depositary or such other accounts as they may direct and (v) bear the
appropriate legend(s), as provided in Section 2.06 and set forth in Appendix A.
The aggregate principal amount of each Global Note may from time be increased or
decreased by adjustments made on the records of the Trustee, as Note Custodian,
or the Depositary, or its nominee, as the case may be, as hereinafter provided.

                  (b)      Neither any members of, or participants in, the
Depositary ("Agent Members"), nor any other person on whose behalf Agent Members
may act (including Euroclear and Clearstream Luxembourg and participants and
account holders therein), have any rights under this Agreement with respect to
any Global Note held on their behalf by the Depositary or

                                       10

<PAGE>

any nominee thereof, or under any such Global Note, and the Depositary or such
nominee may be treated by the Company, the Trustee and any agent of the Company
or the Trustee as the absolute owner and holder of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing in this Agreement
prevents the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or such nominee or impair, as between the
Depositary, its Agent Members and any other person on whose behalf the Agent
Member may act, the operation of customary practices governing the exercise of
the rights of a holder of an interest in any Note.

                  (c)      Except as provided in Section 2.07(c) below, owners
of beneficial interests in Global Notes will not be entitled to receive
certificated Notes in registered form without interest coupons (the "Definitive
Notes"). In connection with the exchange of an entire Global Note for Definitive
Notes pursuant to Section 2.07(c), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
upon Company Order the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations. The Definitive Notes shall be substantially
of the tenor and purport as set forth in Appendix B and having such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange or
to conform to usage or as may be determined consistently herewith by the
officers executing such Notes, as evidenced by their execution. The Definitive
Notes shall be printed, lithographed or engraved or produced by any combination
of these methods on steel engraved borders or may be produced in any other
manner permitted by the rules of any securities exchange, all as may be
determined by the officers executing the Notes.

SECTION 2.06      LEGENDS

                  (a)      Each Global Note shall bear the legend specified
therefor in Appendix A on the face thereof.

                  (b)      Each Regulation S Temporary Global Note and Rule 144A
Global Note shall bear the private placement legend specified therefor in
Appendix A on the face thereof (together with, if applicable, paragraph (a) of
this Section 2.06, the "Private Placement Legend").

                  (c)      Each Regulation S Temporary Global Note shall also
bear the additional legend specified therefor in Appendix A on the face thereof.

SECTION 2.07      EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES

                  (a)      Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations. Notes to be exchanged shall
be surrendered at the office or agency to be maintained by the Company pursuant
to Section 3.02, and the Company shall execute and cause to be registered, and
the Trustee shall authenticate and deliver in exchange therefor, the Note or
Notes which the Noteholder making the exchange shall be entitled to receive.

                                       11

<PAGE>

                  (b)      Notwithstanding any provision to the contrary herein,
so long as a Global Note remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Note or a beneficial interest therein, in
whole or in part, shall be made only in accordance with this Section 2.07(b) as
follows:

                           (i)      TRANSFERS OF GLOBAL NOTES IN WHOLE. Subject
         to clauses (ii) through (iv) of this Section 2.07(b) and Section
         2.07(c) herein, transfers of a Global Note shall be limited to
         transfers of such Global Note in whole, but not in part, to the
         Depositary or to nominees of the Depositary or to a successor of the
         Depositary or such successor's nominee.

                           (ii)     TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL
         NOTE TO REGULATION S TEMPORARY GLOBAL NOTE. If a holder of a beneficial
         interest in the Rule 144A Global Note deposited with the Depositary
         wishes at any time to exchange its interest in such Rule 144A Global
         Note for an interest in the Regulation S Temporary Global Note, or to
         transfer its interest in such Rule 144A Global Note to a person who
         wishes to take delivery thereof in the form of an interest in the
         Regulation S Temporary Global Note, such holder may, subject to the
         rules and procedures of the Depositary as in effect from time to time,
         exchange or cause the exchange or transfer of such interest for an
         equivalent beneficial interest in the Regulation S Temporary Global
         Note in accordance with this Section 2.07(b)(ii). Upon receipt by the
         Trustee, as transfer agent, of (A) instructions given in accordance
         with the Depositary's procedures from an Agent Member directing the
         Trustee to debit or to cause to be debited a beneficial interest in the
         Rule 144A Global Note in a specified principal amount from such Agent
         Member's account and to credit or cause to be credited a beneficial
         interest of an equivalent principal amount in the Regulation S
         Temporary Global Note to another specified Agent Member's account, (B)
         an order given by the holder of such beneficial interest in the Rule
         144A Global Note in accordance with the Depositary's procedures
         containing information regarding the Euroclear or Clearstream
         Luxembourg account to be credited with such increase and the name of
         such account, and (C) a certificate in the form of Appendix D hereto
         given by the holder of such beneficial interest stating that the
         exchange or transfer of such interest has been made in compliance with
         the transfer restrictions applicable to the Notes and that such
         transfer or exchange has been made pursuant to and in accordance with
         Regulation S, the Trustee, as Note Custodian, shall instruct the
         Depositary to reduce the Rule 144A Global Note by the aggregate
         principal amount of the beneficial interest in the Rule 144A Global
         Note to be so exchanged or transferred and the Trustee, as transfer
         agent, shall instruct the Depositary concurrently with such reduction,
         to increase the principal amount of the Regulation S Temporary Global
         Note by the aggregate principal amount of the beneficial interest in
         the Rule 144A Global Note to be so exchanged or transferred, and to
         credit or cause to be credited to the account of the person specified
         in such instructions (who shall be an agent member of Euroclear or
         Clearstream Luxembourg, or both) a beneficial interest in the
         Regulation S Temporary Global Note equal to the reduction in the
         principal amount of the Rule 144A Global Note.

                           (iii)    TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL
         NOTE TO REGULATION S PERMANENT GLOBAL NOTE. If a holder of a beneficial
         interest in the Rule

                                       12

<PAGE>

         144A Global Note deposited with the Depositary wishes at any time to
         exchange its interest in such Rule 144A Global Note for an interest in
         the Regulation S Permanent Global Note, or to transfer its interest in
         such Rule 144A Global Note to a person who wishes to take delivery
         thereof in the form of an interest in the Regulation S Permanent Global
         Note, such holder may, subject to the rules and procedures of the
         Depositary, as in effect from time to time, exchange or transfer, or
         cause the exchange or transfer, of such interest for an equivalent
         beneficial interest in the Regulation S Permanent Global Note in
         accordance with this Section 2.07(b)(iii). Upon receipt by the Trustee,
         as transfer agent, of (A) instructions given in accordance with the
         Depositary's procedures from an Agent Member directing the Trustee to
         debit or to cause to be debited a beneficial interest in the Rule 144A
         Global Note in a specified principal amount from such Agent Member's
         account and to credit or cause to be credited a beneficial interest of
         an equivalent principal amount in the Regulation S Permanent Global
         Note, (B) an order given by the holder of such beneficial interest in
         accordance with the Depositary's procedures containing information
         regarding the Euroclear or Clearstream Luxembourg account or
         participant account of the Depositary to be credited with such
         increase, (C) a certificate in the form of Appendix E hereto given by
         the holder of such beneficial interest stating that the exchange or
         transfer of such interest has been made in compliance with the transfer
         restrictions applicable to the Notes and (1) that such transfer or
         exchange has been made pursuant to and in accordance with Regulation S
         or (2) that the Note being exchanged or transferred is not a
         "restricted security" as defined in Rule 144 under the Securities Act,
         the Trustee, as transfer agent, shall instruct the Depositary to reduce
         the Rule 144A Global Note by the aggregate principal amount of the
         beneficial interest in the Rule 144A Global Note to be so exchanged or
         transferred and the Trustee, as transfer agent, shall instruct the
         Depositary, concurrently with such reduction, to increase the principal
         amount of the Regulation S Permanent Global Note by the aggregate
         principal amount of the beneficial interest in the Rule 144A Global
         Note to be so exchanged or transferred, and to credit or cause to be
         credited to the account of the person specified in such instructions a
         beneficial interest in the Regulation S Permanent Global Note equal to
         the reduction in the principal amount of the Rule 144A Global Note.

                           (iv)     TRANSFER OR EXCHANGE FROM REGULATION S
         TEMPORARY GLOBAL NOTE OR REGULATION S PERMANENT GLOBAL NOTE TO RULE
         144A GLOBAL NOTE. If a holder of a beneficial interest in the
         Regulation S Temporary Global Note or the Regulation S Permanent Global
         Note deposited with the Depositary wishes at any time to exchange its
         interest in such Regulation S Temporary Global Note or Regulation S
         Permanent Global Note for an interest in the Rule 144A Global Note, or
         to transfer its interest in such Regulation S Temporary Global Note or
         Regulation S Permanent Global Note to a person who wishes to take
         delivery thereof in the form of an interest in the Rule 144A Global
         Note, such holder may, subject to the rules and procedures of Euroclear
         or Clearstream Luxembourg and the Depositary, as the case may be, as in
         effect from time to time, exchange or transfer, or cause the exchange
         or transfer, of such interest for an equivalent beneficial interest in
         the Rule 144A Global Note in accordance with this Section 2.07(b)(iv).
         Upon receipt by the Trustee, as transfer agent, of (A) instructions
         from Euroclear or Clearstream Luxembourg or an Agent Member, as the
         case may be, directing the Trustee, as transfer agent, to debit or to
         be caused to be debited a beneficial interest in the Regulation S
         Temporary Global Note or the Regulation S Permanent

                                       13

<PAGE>

         Global Note, as the case may be, in a specified principal amount from
         such Agent Member's account and to credit or cause to be credited a
         beneficial interest of an equivalent principal amount in the Rule 144A
         Global Note to another Agent Member's account, such instructions to
         contain information regarding the Agent Member's account with the
         Depositary to be credited with such increase, and, with respect to an
         exchange or transfer of an interest in the Regulation S Permanent
         Global Note, information regarding the Agent Member's account with the
         Depositary to be debited with such decrease, and (B) with respect to an
         exchange or transfer of an interest in the Regulation S Temporary
         Global Note or the Regulation S Permanent Global Note for an interest
         in the Rule 144A Global Note, a certificate in the form of Appendix F
         hereto given by the holder of such beneficial interest and stating that
         the person transferring such interest in the Regulation S Temporary
         Global Note or the Regulation S Permanent Global Note, as the case may
         be, reasonably believes that the person acquiring such interest in the
         Rule 144A Global Note is a qualified institutional buyer (as defined in
         Rule 144A under the Securities Act) and is obtaining such beneficial
         interest in a transaction meeting the requirements of Rule 144A under
         the Securities Act, the Trustee, as Note Custodian, shall instruct the
         Depositary to reduce the Regulation S Temporary Global Note or the
         Regulation S Permanent Global Note, as the case may be, by the
         aggregate principal amount of the beneficial interest in the Regulation
         S Temporary Global Note or the Regulation S Permanent Global Note to be
         exchanged or transferred, and the Trustee, as transfer agent, shall
         instruct the Depositary, concurrently with such reduction, to increase
         the principal amount of the Rule 144A Global Note by the aggregate
         principal amount of the beneficial interest in the Regulation S
         Temporary Global Note or the Regulation S Permanent Global Note, as the
         case may be, to be so exchanged or transferred, and to credit or cause
         to be credited to the account of the person specified in such
         instructions a beneficial interest in the Rule 144A Global Note equal
         to the reduction in the principal amount of the Regulation S Temporary
         Global Note or the Regulation S Permanent Global Note, as the case may
         be.

                           (v)      No certification is required in connection
         with any transfer or exchange of any Note (or beneficial interest
         therein) except in the case of the transfers described in subparagraphs
         (i) through (iv) of paragraph (d) of this Section 2.07.

                  (c)      TRANSFER OR EXCHANGE OF NOTES FOR DEFINITIVE NOTES

                           (i)      In the event that a Global Note is exchanged
         for Definitive Notes pursuant to this Section 2.07(c), such Definitive
         Notes may be exchanged or transferred only in accordance with such
         procedures as are substantially consistent, as if applicable, with the
         provisions of clauses 2.07(b)(ii) through (iv) above (including the
         certification requirements intended to ensure that such exchanges or
         transfers comply with Rule 144A or Regulation S under the Securities
         Act, as the case may be) and as may be from time to time adopted by the
         Company and the Trustee. Definitive Notes issued in exchange for
         interests in the Rule 144A Global Note will bear the Legend, and the
         Company will be entitled to request satisfactory evidence of compliance
         by the holder with the terms of the Legend prior to effecting
         registration of a transfer, exchange or replacement of such Definitive
         Notes.

                                       14

<PAGE>

                           (ii)     Interests in a Global Note deposited with
         the Depositary pursuant to Section 2.05 hereto may be transferred to
         the beneficial owners thereof in the form of Definitive Notes only if:

                                    (x)      such transfer complies with Section
                  2.07(b) and the Depositary notifies the Company that it is
                  unwilling or unable to continue as depositary for such Global
                  Note or if at any time the Depositary ceases to be a "clearing
                  agency" registered under the United States Securities Exchange
                  Act of 1934, as amended, and a successor depositary so
                  registered is not appointed by the Company within 90 days of
                  such notice. In such event, the Company will execute, and the
                  Trustee, upon receipt of a Company Order for authentication
                  and delivery of Definitive Notes, will authenticate and
                  deliver Definitive Notes only in fully registered form without
                  coupons in authorized denominations in an aggregate principal
                  amount equal to the aggregate principal amount of the Global
                  Notes,

                                    (y)      the Company at any time and in its
                  sole discretion determines not to have any of the Notes held
                  in the form of Global Notes and executes and delivers to the
                  Trustee and Note Registrar an Officers' Certificate stating
                  that such Global Note shall be so transferred; provided that
                  in no event shall the Regulation S Temporary Global Note be
                  exchanged for Definitive Notes prior to the expiration of the
                  Distribution Compliance Period, or

                                    (z)      an Event of Default has occurred
                  and is continuing and the Note Registrar has received a
                  request from the Depositary.

                           (iii)    If interests in any Global Note are to be
         transferred to the beneficial owners thereof in the form of Definitive
         Notes pursuant to this Section 2.07(c), such Global Note must be
         surrendered by the Depositary to the Note Registrar to be so
         transferred, without charge, and the Trustee, upon receipt of a Company
         Order for the authentication and delivery of Definitive Notes, shall
         authenticate and deliver Definite Notes only in registered form without
         coupons, in authorized denominations, in an aggregate principal amount
         equal to the aggregate principal amount of the Global Notes. The
         Company must deliver such Definitive Notes in a sufficient quantity to
         the Trustee no later than 30 days after the first date on which
         interests in a Global Note are to be made available in definitive form
         pursuant to Section 2.07(c)(ii)(x). The Definitive Notes transferred
         pursuant to this Section 2.07(c) must be registered in such names as
         the Depositary will direct in writing. The Trustee will have not more
         than 30 days from the date of its receipt of Definitive Notes and
         registration information to authenticate and deliver such Definitive
         Notes. Any Definitive Notes delivered in exchange for an interest in a
         Rule 144A Global Note shall bear the legend regarding transfer
         restrictions applicable to the Rule 144A Global Note set forth on the
         form of Global Note attached as Appendix A hereto. In no event will the
         Trustee be liable for the costs and expenses of printing, preparing or
         delivering any Definitive Notes.

                           (iv)     Subject to Section 2.07(c)(i), the holder of
         any Definitive Note may transfer the same in whole or in part in an
         authorized denomination by surrendering

                                       15

<PAGE>

         at the office of the Note Registrar or at the office of any other
         transfer agent that may be appointed by the Company such Definitive
         Note with the form of transfer thereon duly endorsed by, or accompanied
         by a written instrument of transfer in form satisfactory to the Company
         and the Note Registrar or any such transfer agent, as the case may be,
         duly executed by, the holder thereof or his attorney-in-fact duly
         authorized in writing. In exchange for any Definitive Notes properly
         presented for transfer, the Trustee shall promptly authenticate and
         deliver or cause to be authenticated and delivered at the office of the
         Note Registrar or at the office of any transfer agent, as the case may
         be, to the transferee, or send by mail (at the risk of the transferee)
         to such address as the transferee may request, Definitive Notes
         registered in the name of such transferee, for the same aggregate
         principal amount as was transferred. In the case of the transfer of any
         Definitive Notes in part, the Trustee shall also promptly authenticate
         and deliver or cause to be authenticated and delivered at the office of
         the Note Registrar or at the office of any transfer agent, as the case
         may be, to the transferor or send by mail (at the risk of the
         transferor) to such address as the transferor may request, Definitive
         Notes registered in the name of the transferor, for the aggregate
         principal amount that was not transferred. No transfer of any
         Definitive Notes may be made unless the request for such transfer is
         made by the registered holder or by a duly authorized attorney-in-fact
         of such holder at the office of the Note Registrar or at the office of
         any other transfer agent that may be appointed by the Company.

                           (v)      At the option of the holder on request
         confirmed in writing and subject to applicable laws and regulations and
         to the terms set forth in the Definitive Note (which shall be
         substantially in the form of Appendix B attached hereto), Definitive
         Notes may be exchanged for Definitive Notes of any authorized
         denominations and of equal aggregate principal amount, upon surrender
         of the Definitive Notes to be exchanged at the office of the Note
         Registrar or at the office of a transfer agent. Whenever any Definitive
         Note is so surrendered for exchange, together with a written request
         for exchange, the Trustee shall promptly authenticate and deliver or
         cause to be authenticated and delivered at the office of any transfer
         agent, as the case may be, Definitive Notes which the holder making the
         exchange is entitled to receive.

                  (d)      USE AND REMOVAL OF PRIVATE PLACEMENT LEGENDS. Upon
the transfer, exchange or replacement of Notes (or beneficial interests in a
Global Note) not bearing (or not required to bear upon such transfer, exchange
or replacement) a Private Placement Legend, the Trustee, as Note Registrar and
Note Custodian, shall exchange such Notes (or beneficial interests) for
beneficial interests in a Global Note (or Definitive Notes if they have been
issued pursuant to Section 2.07(c)) that does not bear a Private Placement
Legend. Upon the transfer, exchange or replacement of Notes (or beneficial
interests in a Global Note) bearing a Private Placement Legend, the Trustee, as
Note Registrar and Note Custodian, shall deliver only Notes (or beneficial
interests in a Global Note) that bear a Private Placement Legend unless:

                           (i)      such Notes (or beneficial interests) are
         exchanged in a Registered Exchange Offer;

                           (ii)     such Notes (or beneficial interests) are
         transferred pursuant to a Registration Statement;

                                       16

<PAGE>

                           (iii)    such Notes (or beneficial interests are
         transferred pursuant to Rule 144 upon delivery to the Note Registrar of
         a certificate of the transferor in the form of Appendix G and an
         Opinion of Counsel reasonably satisfactory to the Note Registrar; or

                           (iv)     in connection with such transfer, exchange
         or replacement the Note Registrar shall have received an Opinion of
         Counsel and other evidence reasonably satisfactory to it to the effect
         that neither such Private Placement Legend nor the related restrictions
         on transfer are required in order to maintain compliance with the
         provisions of the Securities Act.

                  (e)      CONSOLIDATION OF GLOBAL NOTES AND EXCHANGE OF
DEFINITIVE NOTES FOR BENEFICIAL INTERESTS IN GLOBAL NOTES

                           (i)      If a Global Note not bearing a Private
         Placement Legend (other than a Regulation S Global Note) is outstanding
         at the time of a Registered Exchange Offer, any interests in a Global
         Note exchanged in such Registered Exchange Offer shall be exchanged for
         interests in such outstanding Global Note.

                           (ii)     Upon the transfer or exchange (including
         pursuant to a Registered Exchange Offer) of any Definitive Note for
         which a Private Placement Legend would not be required pursuant to
         Section 2.07(d) following such transfer or exchange, such Definitive
         Note shall be exchanged for an interest in a Global Note (other than a
         Regulation S Global Note) not bearing a Private Placement Legend and,
         if no such Global Note is outstanding at such time, the Company shall
         execute and upon Company Order the Trustee shall authenticate a Global
         Note not bearing a Private Placement Legend.

                           (iii)    Nothing in this Indenture shall provide for
         the consolidation of any Notes with any other Notes to the extent that
         they constitute, as determined pursuant to an Opinion of Counsel,
         different classes of securities for U.S. federal income tax purposes.

                  (f)      EXECUTION, AUTHENTICATION OF NOTES, ETC.; NOTES
ISSUED UPON REGISTERED EXCHANGE OFFER

                           (i)      All Notes surrendered for registration of
         transfer or exchange shall be delivered to the Note Registrar. The Note
         Registrar shall cancel and destroy all such Notes surrendered for
         registration of transfer or exchange and shall promptly deliver a
         certificate of destruction, stating the serial numbers, U.S. dollar
         value and total number of all Notes destroyed hereunder, to the
         Company.

                           (ii)     Subject to the other provisions of this
         Section 2.07, when Notes are presented to the Note Registrar with a
         request to register the transfer of such Notes or to exchange such
         Notes for an equal principal amount of Notes of other authorized
         denominations, the Note Registrar or shall register the transfer or
         make the exchange as requested if its requirements for such transaction
         are met; provided that any Notes 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 Note Registrar, duly executed by the holder thereof or his attorney
         duly authorized in writing.

                                       17

<PAGE>

         To permit registrations of transfers and exchanges and subject to the
         other terms and conditions of this Article Two, the Company will
         execute and upon Company Order the Trustee will authenticate Definitive
         Notes and Global Notes at the Note Registrar's request.

                           (iii)    No service charge shall be made for any
         exchange or registration of transfer of Notes, but the Company may
         require payment of a sum sufficient to cover any tax or other
         governmental charge that may be imposed in connection with any such
         exchange or registration of transfer.

                           (iv)     Upon the occurrence of a Registered Exchange
         Offer in accordance with any Registration Rights Agreement (including
         the Issue Date Registration Rights Agreement), the Company shall issue
         and, upon receipt of a Company Order in accordance with Section 2.02,
         the Trustee shall authenticate one or more unrestricted Global Notes in
         an aggregate principal amount equal to the principal amount of the
         beneficial interests in the Rule 144A Global Notes and Regulation S
         Global Notes tendered for acceptance by Persons that certify in the
         applicable letters of transmittal that (x) they are not broker-dealers
         holding unsold allotment Notes, (y) they are not participating in a
         distribution of the Exchange Notes and (z) they are not affiliates (as
         defined in Rule 144) of the Company, and accepted for exchange in the
         Exchange Offer. Concurrently with the issuance of such Notes, the
         Trustee shall cause the aggregate principal amount of the applicable
         Rule 144A Global Notes and Regulation S Global Notes to be reduced
         accordingly.

                  (g)      NO OBLIGATION OF THE TRUSTEE

                           (i)      The Trustee shall have no responsibility or
         obligation to any beneficial owner of an interest in a Global Note, a
         member of, or a participant in, the Depositary or other Person with
         respect to the accuracy of the records of the Depositary or its nominee
         or of any participant or member thereof, with respect to any ownership
         interest in the Notes or with respect to the delivery to any
         participant, member, beneficial owner or other Person (other than the
         Depositary) of any notice (including any notice of redemption) or the
         payment of any amount or delivery of any Notes (or other security or
         property) under or with respect to such Notes. All notices and
         communications to be given to the holders and all payments to be made
         to holders in respect of the Notes shall be given or made only to or
         upon the order of the registered holders (which shall be the Depositary
         or its nominee in the case of a Global Note). The Trustee may rely and
         shall be fully protected in relying upon information furnished by the
         Depositary with respect to its members, participants and any beneficial
         owners.

                           (ii)     The Trustee shall have no obligation or duty
         to monitor, determine or inquire as to compliance with any restrictions
         on transfer imposed under this Indenture or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among the Depositary participants, members or
         beneficial owners in any Global Note) other than to require delivery of
         such certificates and other documentation or evidence as are expressly
         required by, and to do so if and when

                                       18

<PAGE>

         expressly required by, the terms of this Indenture, and to examine the
         same to determine substantial compliance as to form with the express
         requirements hereof.

SECTION 2.08      MUTILATED, DESTROYED; LOST OR STOLEN NOTES

                  (a)      In case any temporary or Definitive Note shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon its request and in the absence of written notice to the
Company and a Responsible Officer of the Trustee that such Note has been
acquired by a bona fide purchaser, the Trustee shall authenticate and deliver, a
new Note of equal aggregate principal amount and of like tenor and terms bearing
a number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substitute Note shall furnish
to the Company and to the Trustee such security or indemnity as may be required
by them to hold each of them harmless, and, in every case of destruction, loss
or theft, the applicant also shall furnish to the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such Note.

                  (b)      The Trustee may authenticate any such substitute Note
and deliver the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substitute Note, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Trustee) connected therewith. In case
any Note which has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company, instead of issuing a substitute Note,
may pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Note) if the applicant for such payment shall furnish
to the Company and to the Trustee such security or indemnity as may be required
by them to hold each of them harmless and, in case of destruction, loss or
theft, evidence satisfactory to the Company and the Trustee of the destruction,
loss or theft of such Note.

                  (c)      Every substitute Note issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any Note is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Note shall be found
at any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued under this
Indenture. All Notes shall be held and owned by the holders upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

SECTION 2.09      TEMPORARY NOTES

                  Pending the preparation of Definitive Notes, the Company may
execute and the Trustee shall authenticate and deliver temporary Notes (printed,
lithographed or typewritten). Temporary Notes shall be issuable in any
authorized denomination, and substantially in the form of the Definitive Notes,
but with such omissions, insertions and variations as may be appropriate

                                       19

<PAGE>

for temporary Notes, all as may be determined by the Company. Every such
temporary Note shall be authenticated by the Trustee in substantially the same
manner, and with the same effect, as the Definitive Notes. Without unreasonable
delay the Company will execute and deliver to the Trustee Definitive Notes and
thereupon any or all temporary Notes may be surrendered in exchange therefor at
the principal office of the Trustee, and the Trustee shall authenticate and
deliver in exchange for such temporary Notes an equal aggregate principal amount
of Definitive Notes of authorized denominations. Such exchange shall be made at
the Company's expense and without any charge to the holder. Until so exchanged,
the temporary Notes in all respects shall be entitled to the same benefits under
this Indenture as Definitive Notes authenticated and delivered under this
Indenture.

SECTION 2.10      CANCELLATION OF NOTES PAID, ETC.

                  All Notes surrendered for the purpose of payment, exchange or
registration of transfer, if surrendered to the Company or any Paying Agent or
any Note Registrar, shall be delivered to the Trustee and promptly canceled by
the Trustee or, if surrendered to the Trustee, promptly shall be canceled by it;
and no Notes shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. The Trustee may destroy canceled Notes
and upon request will deliver a certificate of such destruction to the Company.

SECTION 2.11      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

                  The Notes shall bear interest at the rate per annum set forth
in their title, payable semiannually on February 15 and August 15 of each year,
commencing August 15, 2003. Interest on the Notes shall be computed on the basis
of a year of twelve 30-day months. The person in whose name any Note is
registered at the close of business on any Regular Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest payable
thereon on such Interest Payment Date notwithstanding the cancellation of such
Note upon any registration of transfer or exchange thereof subsequent to such
Regular Record Date and prior to such Interest Payment Date, unless an Event of
Default shall have occurred and be continuing as a result of a default in the
payment of interest due on such Interest Payment Date on any Note, in which case
such defaulted interest shall be paid to the person in whose name such Note (or
any Note or Notes issued upon registration of transfer or exchange thereof) is
registered on the record date for the payment of such defaulted interest.

                  Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Note (or one or more Predecessor Notes) is registered on the
Note Register at the close of business on the Regular Record Date for such
interest. Payment of interest on any Note may be made as provided in Section
3.02.

                                       20

<PAGE>

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date ("Defaulted
Interest") forthwith shall cease to be payable to the holder on the relevant
Regular 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 (i) or (ii) below:

                           (i)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names such Notes (or their
         respective Predecessor Notes) are registered at the close of business
         on a Special Record Date for the payment of such Defaulted Interest,
         which shall be fixed in the following manner. The Company shall notify
         the Trustee in writing of the amount of Defaulted Interest proposed to
         be paid on each Note and the date of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         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 prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as provided in this clause.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 nor less
         than ten days prior to the date of the proposed payment and not less
         than ten days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee promptly shall 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 Noteholder at its address as it appears in the Note
         Register, not less than ten days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been given as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Notes (or their respective Predecessor Notes) are registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (ii).

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

                  Subject to the foregoing provisions of this Section 2.11, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Note.

SECTION 2.12      ADD ON NOTES

                  The Company may, from time to time, subject to compliance with
any other applicable provisions of this Indenture, without the consent of the
holders, create and issue

                                       21

<PAGE>

pursuant to this Indenture additional notes ("Add On Notes") having terms and
conditions set forth in Appendix A identical to those of the other outstanding
Notes, except that Add On Notes:

                           (i)      may have a different issue date from other
         outstanding Notes;

                           (ii)     may have a different amount of interest
         payable on the first Interest Payment Date after issuance than is
         payable on other outstanding Notes;

                           (iii)    may have terms specified in the Add On Note
         Board Resolution or Add On Note supplemental indenture for such Add On
         Notes making appropriate adjustment to this Article Two and Appendix A
         (and related definitions) applicable to such Add On Notes in order to
         conform to and ensure compliance with the Securities Act (or other
         applicable securities laws) and any registration rights or similar
         agreement applicable to such Add On Notes, which are not adverse in any
         material respect to the holder of any outstanding Notes (other than
         such Add On Notes); and

                           (iv)     may be entitled to additional interest as
         provided in Section 2.13 not applicable to other outstanding Notes and
         may not be entitled to such additional interest applicable to other
         outstanding Notes.

SECTION 2.13      ADDITIONAL INTEREST UNDER REGISTRATION RIGHTS AGREEMENT

                  Under certain circumstances, the Company may be obligated to
pay additional interest to holders, all as and to the extent set forth in the
Notes substantially in the forms of Appendices A and B attached hereto.

                  The Trustee shall have no duty or responsibility for
determining if any additional interest is payable with respect to the Notes or
if any such additional interest is payable thereon, when such additional
interest is payable and the amount of such additional interest. The Company
shall notify the Trustee and Paying Agent in writing at least five days prior to
each Interest Payment Date whether additional interest is payable with respect
to the Notes and, to the extent such additional interest is payable, shall
certify in such notice the date such additional interest commenced to accrue,
the applicable per annum interest rate or rates applicable to such additional
interest and the periods such additional interest accrued at each such rate and
the aggregate amount of such additional interest payable on such Interest
Payment Date.

                                  ARTICLE THREE

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01      PAYMENT OF PRINCIPAL AND INTEREST

                  The Company duly and punctually will pay or cause to be paid
the principal of, premium, if any, and interest on the Notes at the time and
place and in the manner provided in this Indenture and in the Notes. The Notes
are not entitled to the benefit of any sinking fund.

                                       22

<PAGE>

SECTION 3.02      OFFICES FOR NOTICES AND PAYMENTS, ETC.

                  So long as any Notes remain outstanding, the Company will
maintain an office or agency in the Borough of Manhattan, The City of New York,
where the Notes may be presented for payment, for registration of transfer and
for exchange as provided in this Indenture and where notices and demands to or
upon the Company in respect of the Notes or of this Indenture may be served. The
Company hereby initially designates as such office or agency the office or
agency of the Trustee at 101 Barclay Street, New York, New York 10286, Corporate
Trust Department, for all of the foregoing purposes until such time, and except
for as long as, the Company shall designate and maintain some other such office
or agency and give the Trustee written notice thereof. In case the Company shall
fail to maintain any such office or agency or shall fail to give such notice of
the location or of any change in the location thereof to the Trustee,
presentations and demands may be made and notices may be served at the office or
agency of the Trustee in the Borough of Manhattan, The City of New York, and the
Company hereby initially appoints the Trustee at such office or agency as its
agent to receive all such presentations and demands.

                  In addition to such offices or agencies, the Company may from
time to time constitute and appoint one or more other offices or agencies for
such purposes with respect to the Notes and one or more paying agents for the
payment of the Notes, in one or more other cities, and may from time to time
rescind such appointments, as the Company may deem desirable or expedient and as
to which the Company has notified the Trustee; provided, however, that no such
appointment or rescission shall in any manner relieve the Company of its
obligation to maintain such office in the Borough of Manhattan, The City of New
York, for payment of the Notes.

                  Notwithstanding any provisions of this Indenture or the Notes
to the contrary, at the option of the Company, payment of interest on any Note
may be made by check pursuant to the terms of such Note mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register,
except that (i) a holder of $20,000,000 or more in aggregate principal amount of
Notes will be entitled to receive such payments by wire transfer within the
United States of immediately available funds if appropriate wire transfer
instructions shall have been received in writing by the Paying Agent not later
than ten days prior to the applicable Interest Payment Date and (ii) payments in
respect of the Global Notes shall be made by wire transfer of immediately
available funds to the accounts specified by the holders of the Global Notes.
Any such instructions shall be deemed valid and continue in full force and
effect unless revoked in writing.

                                       23

<PAGE>

SECTION 3.03      PROVISIONS AS TO PAYING AGENT

                  (a)      The Company, prior to each due date of principal of,
premium, if any, or interest on the Notes, will deposit with the Paying Agent a
sum sufficient to pay the principal, premium, if any, or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium, if any, or interest. The Company hereby initially
appoints the Trustee as Paying Agent. If the Company shall appoint a Paying
Agent other than the Trustee with respect to the Notes, the Company will notify
the Trustee of its making, or failure to make, any such payment; and the Company
also shall cause any such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.03, as follows:

                           (1)      that it will hold all sums held by it as
         such agent for the payment of the principal of, premium, if any, or
         interest on the Notes (whether such sums have been paid to it by the
         Company or by any other obligor on the Notes) in trust for the benefit
         of the Persons entitled thereto;

                           (2)      that it will give the Trustee prompt oral
         notice confirmed in writing of any failure by the Company (or by any
         other obligor on the Notes) to make any payment of the principal of,
         premium, if any, or interest on the Notes when the same shall be due
         and payable; and

                           (3)      that it will, at any time during the
         continuance of an Event of Default, upon the written request of the
         Trustee, forthwith pay to the Trustee all sums so held by it as such
         agent.

                  (b)      If the Company shall act as its own Paying Agent with
respect to the Notes, on or before each due date of the principal of, premium,
if any, or interest on the Notes it will set aside, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay such
principal, premium, if any, or interest so becoming due and will promptly notify
the Trustee of any failure to take such action and of any failure by the Company
(or by any other obligor under the Notes) to make any payment of the principal
of, premium, if any, or interest on the Notes when the same shall become due and
payable.

                  (c)      Notwithstanding anything in this Section 3.03 to the
contrary, the Company, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture or for any other reason, may pay or by Company
Order direct any Paying Agent to pay to the Trustee all sums held in trust by
the Company or any Paying Agent under this Indenture, such sums to be held by
the Trustee upon the trusts contained in this Indenture.

                  (d)      Notwithstanding anything in this Section 3.03 to the
contrary, the agreement to hold sums in trust as provided in this Section 3.03
is subject to Sections 10.03 and 10.04.

                                       24

<PAGE>

SECTION 3.04      STATEMENT AS TO COMPLIANCE

                  So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers' Certificate stating, as to each signer of such
certificate, that:

                           (1)      a review of the activities of the Company
         during such year and of performance under this Indenture has been made
         under his supervision; and

                           (2)      to the best of his knowledge, based on such
         review, the Company has complied with all its conditions and covenants
         under this Indenture throughout such year, or, if there has been a
         default in the compliance with any such condition or covenant,
         specifying each such default known to him and the nature and status of
         such default.

SECTION 3.05      CORPORATE EXISTENCE

                  Except as otherwise provided in Article Nine, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any right or franchise if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any material
respect to the Noteholders.

                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                         NOTEHOLDERS ON EVENT OF DEFAULT

SECTION 4.01      EVENTS OF DEFAULT

                  "Event of Default", when used herein with respect to the
Notes, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be occasioned by the provisions of Article
Twelve or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (a)      default in the payment of any interest upon any of
the Notes as and when the same shall become due and payable, and continuance of
such default for a period of 30 days;

                  (b)      default in the payment of the principal of any of the
Notes as and when the same shall become due and payable either at maturity, by
declaration or otherwise;

                  (c)      failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Notes or in this Indenture, and continuance of such failure for a period of
90 days after the date on which written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the

                                       25

<PAGE>

Trustee, or to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding;

                  (d)      a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

                  (e)      the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Company or for any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due or shall take any
corporate action in furtherance of any of the foregoing.

If an Event of Default described in clause (d) or (e) above (each, a "Bankruptcy
Event of Default") occurs and is continuing, then and in each such case either
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding, by notice in writing to the Company (and to the
Trustee if given by Noteholders), may declare the principal amount of all the
Notes to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable. This provision, however,
is subject to the condition that, at any time after such a declaration of
acceleration, and before any judgment or decree for the payment of the money due
shall have been obtained or entered as hereinafter provided, the holders of a
majority in aggregate principal amount of the Notes then outstanding, by written
notice to the Company and to the Trustee, may waive all defaults and rescind and
annul such declaration and its consequences, if:

                           (1)      the Company shall pay or shall deposit with
         the Trustee a sum sufficient to pay:

                                    (A)      all matured installments of
                  interest on all the Notes and the principal of any and all
                  Notes that shall have become due otherwise than by
                  acceleration (with interest on overdue installments of
                  interest (to the extent that payment of such interest is
                  enforceable under applicable law) and on such principal at the
                  rate borne by the Notes, to the date of such payment or
                  deposit); and

                                    (B)      all sums paid or advanced by the
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and any other amounts due the Trustee under Section
                  5.06; and

                                       26

<PAGE>

                           (2)      any and all defaults with respect to Notes
         under this Indenture, other than the nonpayment of principal of,
         premium, if any, and accrued interest on Notes that shall have become
         due by acceleration, shall have been cured or waived as provided in
         Section 4.07.

No such waiver or rescission and annulment shall extend or shall affect any
subsequent default or shall impair any right consequent thereon.

                  There is no right of acceleration upon the occurrence of an
Event of Default described in clauses (a), (b) or (c) above.

                  In case the Trustee or any Noteholder shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee or any
Noteholder, then and in every such case the Company, the Trustee and such
Noteholders, subject to any determination in such proceeding, shall be restored
respectively to their several positions and rights under this Indenture, and all
rights, remedies and powers of the Company, the Trustee and such Noteholders
shall continue as though no such proceeding had been taken.

SECTION 4.02      PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR

                  (a)      In case default shall be made in the payment of (i)
any installment of interest upon any of the Notes as and when the same shall
become due and payable, and such default shall have continued for a period of 30
days, or (ii) the principal of any of the Notes as and when the same shall have
become due and payable whether at Stated Maturity of the Notes, by declaration
as authorized by this Indenture or otherwise, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the
Notes, the whole amount that then shall have become due and payable on all such
Notes for principal, premium, if any, or interest, or any combination thereof,
as the case may be, with interest upon the overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) upon the
overdue installments of interest, at the rate borne by the Notes; and, in
addition, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent, attorneys and counsel.

                  (b)      In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on the Notes and collect in the manner provided by law out of
the property of the Company or any other obligor on the Notes, wherever
situated, the money adjudged or decreed to be payable.

                  (c)      In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other obligor on the
Notes under Title 11 of the United

                                       27

<PAGE>

States Code or any other applicable law, or in case a receiver or trustee shall
have been appointed for the property of the Company or such other obligor, or in
the case of any other similar judicial proceedings relative to the Company or
other obligor on the Notes, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the
Notes shall then be due and payable as expressed in the Notes or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 4.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
owing and unpaid in respect of the Notes, and, in case of any judicial
proceedings, (i) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Noteholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their property, and (ii)
to collect and receive any money or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Noteholders to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payment directly to the Noteholders, to pay to the Trustee any amount due it for
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel and any other amounts due the Trustee under Section
5.06. To the extent that such payment of reasonable compensation, expenses and
counsel fees out of the trust estate in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
property which the holders of the Notes may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise.

                  (d)      Nothing contained in this Section 4.02 shall be
deemed to authorize the Trustee to authorize or consent to or adopt on behalf of
any Noteholder any plan of reorganization or arrangement affecting the Notes or
the rights of any Noteholder, or to authorize the Trustee to vote in respect of
the claim of any Noteholder in any such proceeding.

                  (e)      All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the Trustee
without the possession of any of the Notes, or the production thereof in any
trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of 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 the holders
of the Notes.

                                       28

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SECTION 4.03      APPLICATION OF MONEY COLLECTED BY TRUSTEE

                  Any money collected by the Trustee with respect to the Notes
pursuant to Section 4.02 shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such money, upon presentation
of the Notes and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid, subject in each case to Article Twelve:

                  FIRST: to the payment of all amounts then due the Trustee
under Section 5.06;

                  SECOND: in case the principal of the outstanding Notes shall
not have become due and shall be unpaid, to the payment of interest on the Notes
in the order of the maturity of the installments of such interest; with interest
(to the extent enforceable under applicable law) upon the overdue installments
of interest at the rate borne by the Notes, such payments to be made ratably to
the persons entitled thereto; and

                  THIRD: in case the principal of the outstanding Notes shall
have become due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon the Notes for principal, premium, if any, and
interest, with interest on the overdue principal and (to the extent enforceable
under applicable law) upon overdue installments of interest at the rate borne by
the Notes; and in case such money shall be insufficient to pay in full the whole
amount so due and unpaid upon the Notes, then to the payment of such principal,
premium, if any, and interest without preference or priority of principal over
interest, or of interest over principal, or of any installment of interest over
any other installment of interest, or of any Note over any other Note, ratably
to the aggregate of such principal and accrued and unpaid interest.

SECTION 4.04      PROCEEDINGS BY NOTEHOLDERS

                  No holder of any Note shall have any right to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy under this Indenture, unless such holder previously shall have given to
the Trustee written notice of default and of the continuance thereof, as
provided in Section 4.01, and unless also (i) the holders of not less than 25%
in aggregate principal amount of the Notes then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee under this Indenture and shall have offered to the
Trustee such reasonable security or indemnity as the Trustee may require against
the costs, expenses and liabilities to be incurred in compliance with such
request, (ii) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding and (iii) 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 Notes; it being understood
and intended, and being expressly covenanted by each Person who acquires and
holds a Note with every other such Person, that no one or more holders of Notes
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of such Notes, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner provided in this Section 4.04 and for the equal,
ratable and common benefit of all holders of Notes.

                                       29

<PAGE>

                  Notwithstanding any other provision of this Indenture,
however, the right of any holder of any Note to receive payment of the principal
of, premium, if any, and interest on such Note on or after the respective Stated
Maturities, or to institute suit for the enforcement of any such payment on or
after such respective dates against the Company, shall not be impaired or
affected without the consent of such holder.

SECTION 4.05      PROCEEDINGS BY TRUSTEE

                  In case of an Event of Default under this Indenture, the
Trustee in its discretion may proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, either
by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other proper remedy or legal or equitable
right vested in the Trustee by this Indenture or by law.

SECTION 4.06      REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT
WAIVER

                  All rights, powers and remedies conferred upon or reserved to
the Trustee or to the Noteholders, to the extent permitted by law, shall be
deemed cumulative and not exclusive of any thereof or of any other rights,
powers and remedies available to the Trustee or the holders of the Notes, now or
hereafter existing, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture; and no delay or omission of the Trustee or of any holder of any of
the Notes to exercise any such right, power or remedy shall impair any such
right, power or remedy, or shall be construed to be a waiver of any default or
an acquiescence in such default; and subject to the provisions of Section 4.04,
every power and remedy conferred upon or reserved to the Trustee or the
Noteholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Noteholders. The assertion of any right,
power or remedy shall not prevent the concurrent assertion of any other right,
power or remedy.

SECTION 4.07      DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
NOTEHOLDERS

                  (a)      The holders of a majority in aggregate principal
amount of the Notes affected (voting as one class) at the time outstanding
determined in accordance with Section 6.04 shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that (i) such direction may not be in conflict with law or
this Indenture or expose the Trustee to personal liability or be unduly
prejudicial to the holders of the Notes not joining in the direction, and (ii)
the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with this Indenture and such direction.

                  (b)      Prior to any declaration that the principal of the
outstanding Notes is due and payable, the holders of a majority in aggregate
principal amount of the Notes at the time outstanding on behalf of the holders
of all of the Notes may waive any past default or Event of Default under this
Indenture and its consequences except a default under a covenant in this
Indenture that, pursuant to Section 8.02, cannot be modified without the consent
of each holder

                                       30

<PAGE>

of a Note affected thereby. Upon any such waiver the Company, the Trustee and
the holders of the Notes shall be restored to their former positions and rights
under this Indenture, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default under this Indenture shall
have been waived as permitted by this Section 4.07, such default or Event of
Default, for all purposes of the Notes and this Indenture, shall be deemed to
have been cured and to be not continuing.

SECTION 4.08      NOTICE OF DEFAULTS

                  The Trustee, within 90 days after the occurrence of a default
with respect to Notes, shall mail to all Noteholders, at their addresses shown
on the Note Register, notice of all such defaults known to the Trustee, unless
such defaults shall have been cured or waived before the giving of such notice
(the term "defaults" for the purpose of this Section 4.08 being defined to mean
any events which constitute or after notice or lapse of time or both would
constitute an Event of Default); provided that, except in the case of default in
the payment of the principal of, premium, if any, or interest on any of the
Notes, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Noteholders.

SECTION 4.09      UNDERTAKING TO PAY COSTS

                  All parties to this Indenture agree, and each holder of any
Note by his acceptance thereof shall be deemed to have agreed, that any court in
its discretion may 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 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 in its
discretion may 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; provided,
however, that the provisions of this Section 4.09 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 10% in principal amount of the
outstanding Notes, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of, premium, if any, or interest on
any Note on or after their respective Stated Maturities.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

SECTION 5.01      DUTIES AND RESPONSIBILITIES OF TRUSTEE

                  In case an Event of Default has occurred (which has not been
cured or waived) 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 man would exercise or use under the circumstances in the
conduct of his own affairs.

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<PAGE>

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, its own willful misconduct or any action or failure to act taken
or omitted by it in bad faith, except that:

                  (a)      except during the continuance of an Event of Default:

                           (1)      the duties and obligations of the Trustee
         shall be determined solely by the express provisions of this Indenture,
         and the Trustee shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this Indenture,
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

                           (2)      in the absence of bad faith on the part of
         the Trustee, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         any certificates, opinions or orders furnished to the Trustee and
         conforming to the requirements of this Indenture; but, in the case of
         any such certificates, opinions or orders that by any provisions of
         this Indenture are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture;

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

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Notes at the time outstanding (determined as provided in Section 6.04) relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

                  Whether or not expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
5.01.

                  The provisions of this Section 5.01 are in furtherance of and
subject to Sections 315 and 316 of the Trust Indenture Act.

SECTION 5.02      RELIANCE ON DOCUMENTS, OPINIONS, ETC.

                  Subject to the applicable provisions of the Trust Indenture
Act and in furtherance thereof and subject to the provisions of Section 5.01:

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<PAGE>

                  (a)      the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company;

                  (c)      the Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken or omitted by it under this Indenture in good faith and in
accordance with such Opinion of Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Noteholders pursuant to the provisions of this
Indenture, unless such Noteholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that may be
incurred therein or thereby;

                  (e)      the Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books
and records of the Company to the extent reasonably necessary to verify such
facts or matters; and

                  (g)      the Trustee may execute any of the trusts or powers
under this Indenture or perform any duties under this Indenture either directly
or by or through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
by it with due care under this Indenture.

                  (h)      the Trustee is not required to give any bond or
surety with respect to the performance of its duties or the exercise of its
powers under this Indenture.

                  (i)      the Trustee's rights, powers, indemnities, immunities
and protections from liability and its rights to compensation and
indemnification in connection with the performance of its duties under this
Indenture shall extend to (1) the Trustee, whether serving in any other capacity
hereunder, including without limitation, in the capacity of Paying Agent, Note
Registrar or Authenticating Agent, and (2) the Trustee's officers, directors,
agents and employees. Such immunities and protections and rights to
indemnification, together with the Trustee's right to

                                       33

<PAGE>

compensation, shall survive the Trustee's resignation or removal, the discharge
of this Indenture and final payment of the Notes.

                  (k)      the Trustee shall have no responsibility for any
information in any offering document or other disclosure material distributed
with respect to any series of Notes other than information provided by the
Trustee to the Company.

                  (l)      notwithstanding anything else herein contained,
whenever any provision of this Indenture indicates that any confirmation of a
condition or event is qualified by the words "to the knowledge of" or "known to"
the Trustee or other words of similar meaning, said words shall mean and refer
to the current awareness of one or more Responsible Officers of the Trustee.

SECTION 5.03      NO RESPONSIBILITY FOR RECITALS, ETC.

                  The recitals contained in this Indenture and in the Notes
(except in the Trustee's certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Notes. The Trustee shall not be
accountable for the use or application by the Company of any Notes or the
proceeds of any Notes authenticated and delivered by the Trustee.

SECTION 5.04      TRUSTEE, PAYING AGENTS OR NOTE REGISTRAR MAY OWN NOTES

                  Subject to the applicable provisions of the Trust Indenture
Act, the Trustee or any Paying Agent or Note Registrar, in its individual or any
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not Trustee, Paying Agent or Note Registrar.

SECTION 5.05      MONEY TO BE HELD IN TRUST

                  Subject to the provisions of Sections 10.03 and 10.04, all
money received by the Trustee, until used or applied as herein provided, shall
be held in trust for the purposes for which it was received. Money held by the
Trustee need not be segregated from other funds except as provided by law. The
Trustee shall be under no liability for interest on any money received by it
under this Indenture, provided that the Trustee pays to the Persons entitled
thereto all such money when due and payable.

SECTION 5.06      COMPENSATION AND EXPENSES OF TRUSTEE

                  The Company will pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered
by it under this Indenture (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the reasonable expenses and disbursements of its counsel and of all persons
not regularly in its employ) except any such expense, disbursement or advance as
may be attributable to its

                                       34

<PAGE>

negligence, bad faith or willful misconduct. The Company also covenants to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, bad faith or willful misconduct on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim of liability in connection with the exercise,
performance or non-performance of any of its powers under this Indenture. The
obligations of the Company under this Section 5.06 shall constitute additional
indebtedness under this Indenture.

SECTION 5.07      OFFICERS' CERTIFICATE AS EVIDENCE

                  Subject to the provisions of Section 5.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action under this Indenture, such matter (unless other evidence in
respect thereof be herein specifically prescribed), in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, may be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such Officers' Certificate, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, shall be
full warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith of such Officers' Certificate.

SECTION 5.08      ELIGIBILITY OF TRUSTEE

                  The Trustee under this Indenture shall at all times be a
corporation organized and doing business under the laws of the United States or
any State thereof or of the District of Columbia (or a corporation or other
person permitted to act as Trustee by the Commission) authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $25,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority. If such corporation files reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 5.08
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so filed. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.08, the Trustee shall resign
immediately in the manner and with the effect specified in Section 5.09. Neither
the Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as Trustee under this
Indenture.

SECTION 5.09      RESIGNATION OR REMOVAL OF TRUSTEE

                  (a)      The Trustee may resign at any time by giving written
notice of such resignation to the Company and by mailing notice of such
resignation to the holders of Notes at their addresses as they shall appear on
the Note Register.

                                       35

<PAGE>

                  (b)      In case at any time any of the following shall occur:

                           (1)      the Trustee shall fail to comply with the
         provisions of Section 310(b) of the Trust Indenture Act after written
         request therefor by the Company or by any Noteholder who has been a
         bona fide holder of a Note or Notes for at least six months, or

                           (2)      the Trustee shall cease to be eligible in
         accordance with the provisions of Section 5.08 and shall fail to resign
         after written request therefor by the Company or by any such
         Noteholder, or

                           (3)      the Trustee shall become incapable of
         acting, or shall be adjudged a bankrupt or insolvent, or a receiver of
         the Trustee or of its property shall be appointed or a public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee by written
instrument, executed by Company Order authorized by the Board of Directors, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee (with written notice of such removal mailed to the
holders of Notes at their address as they shall appear on the Note Register),
or, subject to the provisions of Section 4.09, any Noteholder who has been a
bona fide holder of a Note or Notes for at least six months, on behalf of
himself and all others similarly situated, may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  (c)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company promptly shall appoint a successor Trustee by a Company
Order authorized by the Board of Directors, one copy of which instrument shall
be delivered to the retiring Trustee and one copy to the successor Trustee. If,
within one year after such resignation, removal or incapability or the
occurrence of such vacancy; a successor Trustee shall be appointed by the
holders of a majority in principal amount of the Notes (voting as a single
class) at the time outstanding by instrument or instruments delivered to the
Company and the retiring Trustee, the successor Trustee so appointed, forthwith
upon its acceptance of such appointment, shall become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Noteholders and
accepted appointment in the manner provided in Section 5.10 within 60 days after
notice of the resignation or removal of the Trustee is mailed to the
Noteholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Noteholder who
has been a bona fide holder of a Note or Notes for at least six months, subject
to the provisions of Section 4.09, on behalf of himself and all others similarly
situated, may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

                  (d)      The holders of a majority in aggregate principal
amount of the Notes (voting as a single class) at the time outstanding at any
time, upon notice to the Trustee, may remove the Trustee.

                                       36

<PAGE>

                  (e)      Any removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 5.09 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 5.10. Any resignation of the Trustee shall become effective
only upon the appointment of a successor Trustee and upon the acceptance of
appointment by the successor Trustee as provided in Section 5.10.

SECTION 5.10      ACCEPTANCE BY SUCCESSOR TRUSTEE

                  Any successor Trustee appointed as provided in Section 5.09
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment under this Indenture, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor under this Indenture, with like effect as if
originally named as Trustee in this Indenture; but, nevertheless, on the written
request of the Company or of the successor Trustee, the Trustee ceasing to act,
upon payment of any amounts then due it pursuant to the provisions of Section
5.06, shall execute and deliver an instrument transferring to such successor
Trustee all the rights and powers of the Trustee so ceasing to act and shall
transfer, assign and deliver to such successor all property and money held by
such predecessor Trustee under this Indenture. Upon request of any such
successor Trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights and powers. Any Trustee ceasing to act, nevertheless shall
retain a lien upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 5.06.

                  No successor Trustee shall accept appointment as provided in
this Section 5.10 unless at the time of such acceptance such successor Trustee
shall be qualified under the provisions of Section 310(b) of the Trust Indenture
Act and eligible under the provisions of Section 5.08.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 5.10, the Company shall mail notice of the succession
of such Trustee under this Indenture to the holders of Notes at their addresses
as they shall appear on the Note Register. If the Company fails to mail such
notice within ten days after acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be mailed at the expense of the
Company.

SECTION 5.11      SUCCESSION BY MERGER, ETC.

                  Any Person into which the Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor Trustee under this Indenture without the
execution or filing of any paper or any further act on the part of any of the
parties to this Indenture provided such Person shall be qualified under the
provisions of Section 310(b) of the Trust Indenture Act and eligible under the
provisions of Section 5.08.

                                       37

<PAGE>

                  In case at the time such successor Trustee shall succeed to
the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor Trustee may authenticate such Notes either in the
name of any predecessor Trustee under this Indenture or in the name of the
successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Notes in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.

                                   ARTICLE SIX

                           CONCERNING THE NOTEHOLDERS

SECTION 6.01      ACTION BY NOTEHOLDERS

                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Notes may take any
action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such specified percentage have joined
in such action may be evidenced (i) by any instrument or any number of
instruments of similar tenor executed by Noteholders in person or by agent or
proxy appointed in writing, (ii) by the record of the holders of Notes voting in
favor of such action at any meeting of Noteholders duly called and held in
accordance with the provisions of this Article Six or (iii) by a combination of
such instrument or instruments and any such record of such a meeting of
Noteholders. The Company may set a record date for purposes of determining the
identity of holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, which record date shall be the
later of ten days prior to the first solicitation of such consent or the date of
the most recent list of holders furnished to the Trustee prior to such
solicitation pursuant to the provisions of Section 312(a) of the Trust Indenture
Act. If a record date is fixed, those persons who were holders of Notes at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be holders after such
record date. No such vote or consent shall be valid or effective if such vote
occurs or such consent is obtained more than 120 days after such record date.

SECTION 6.02      PROOF OF EXECUTION BY NOTEHOLDERS

                  (a)      Subject to the provisions of Sections 5.01, 5.02 and
7.05, proof of the execution of any instrument by a Noteholder or his agent or
proxy shall be sufficient if made 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.

                  (b)      The ownership of Notes shall be proved by the Note
Register or by a certificate of the Note Registrar.

                                       38

<PAGE>

                  (c)      The record of any Noteholders' meeting shall be
proved in the manner provided in Section 7.07.

SECTION 6.03      WHO ARE DEEMED ABSOLUTE OWNERS

                  Prior to due presentation of a Note for registration of
transfer, the Company, the Trustee, any Paying Agent and any Note Registrar may
treat the Person in whose name such Note is registered as owner of such Note for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 2.11) interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue and notwithstanding any notation of
ownership or other writing on such Note made by anyone other than the Company or
any Note Registrar, and neither the Company, the Trustee, any Paying Agent nor
any Note Registrar shall be affected by any notice to the contrary. All such
payments so made to any such holder as shown in the Note Register, or upon the
order of such holder, shall be valid and, to the extent of the sum so paid,
effectual to satisfy and discharge the liability for money payable upon any such
Note.

                  None of the Company, the Trustee, any Paying Agent or any Note
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 6.04      COMPANY OWNED NOTES DISREGARDED

                  In determining whether the holders of the requisite aggregate
principal amount of Notes have concurred in any direction, consent, waiver or
other action under this Indenture, Notes that are owned by the Company (other
than any Notes held in a fiduciary or agency capacity) or any other obligor on
the Notes or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Notes shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided, however, that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent, waiver or other action, only Notes that the Trustee knows
are so owned shall be so disregarded.

SECTION 6.05      REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 6.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any holder of a Note the serial number
of which is shown by the evidence to be included in the Notes the holders of
which have consented to such action, by filing written notice with the Trustee
at the principal office of the Trustee and upon proof of holding as provided in
Section 6.02, may revoke such action so far as concerns such Note. Except as
provided in this Section 6.05 any such action taken by the holder of any Note
shall be conclusive and binding upon such holder and upon all future holders and
owners of such Note, irrespective of whether or not any notation in regard
thereto is made upon such Note or any Note issued in exchange or substitution
for such Note.

                                       39


<PAGE>

                                  ARTICLE SEVEN

                              NOTEHOLDERS' MEETINGS

SECTION 7.01      PURPOSES OF MEETINGS

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

                           (1)      to give any notice to the Company or to the
         Trustee, or to give any directions to the Trustee, or to consent to the
         waiving of any default under this Indenture and its consequences, or to
         take any other action authorized to be taken by Noteholders pursuant to
         any of the provisions of Article Four;

                           (2)      to remove the Trustee and nominate a
         successor Trustee pursuant to the provisions of Article Five;

                           (3)      to consent to the execution of an indenture
         or indentures supplemental to this Indenture pursuant to the provisions
         of Section 8.02; or

                           (4)      to take any other action authorized to be
         taken by or on behalf of the holders of any specified aggregate
         principal amount of the Notes under any other provision of this
         Indenture or under applicable law.

SECTION 7.02      CALL OF MEETINGS BY TRUSTEE

                  The Trustee at any time may call a meeting of Noteholders to
take any action specified in Section 7.01, to be held at such time and at such
place in The City of New York as the Trustee shall determine. Notice of every
meeting of the Noteholders, 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 to holders, if any, of Notes affected at their addresses as they shall
appear on the Note Register. Such notice to holders of Notes shall be mailed not
less than 20 nor more than 90 days prior to the date fixed for the meeting.

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

SECTION 7.03      CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS

                  In case at any time the Company, pursuant to a resolution of
its Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Notes then outstanding that may be affected by the action proposed
to be taken, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed or published (as
appropriate under Section 7.02) the notice of such meeting within 20 days after
receipt of such

                                       40

<PAGE>

request, then the Company or such Noteholders may determine the time and the
place in The City of New York for such meeting and may call such meeting to take
any action authorized in Section 7.01, by mailing or publishing notice of such
meeting as provided in Section 7.02.

SECTION 7.04      QUALIFICATIONS FOR VOTING

                  To be entitled to vote at any meeting of Noteholders a person
shall (i) be a holder of one or more Notes as set forth in the Note Register or
(ii) be a person appointed by an instrument in writing as proxy by a holder of
one or more Notes, subject to the provisions of Section 6.02. The only persons
who shall be entitled to be present or to speak at any meeting of Noteholders
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.

SECTION 7.05      REGULATIONS

                  (a)      Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the 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 fit.

                  (b)      The Trustee, by an instrument in writing, shall
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Noteholders as provided in Section 7.03, in which
case the Company or the Noteholders calling the meeting, as the case may be, in
like manner shall 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 Notes represented at the meeting and
entitled to vote.

                  (c)      Subject to the provisions of Section 6.04, at any
meeting each Noteholder or proxy shall be entitled to one vote for each $1,000
principal amount of Notes.

                  (d)      No vote shall be cast or counted at any meeting in
respect of any Note challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Notes held by him or instruments in
writing duly designating him as the person to vote on behalf of other
Noteholders. Any meeting of Noteholders duly called pursuant to the provisions
of Section 7.02 or 7.03 may be adjourned from time to time by a majority of
those present and the meeting may be held as so adjourned without further
notice.

SECTION 7.06      QUORUM

                  The Persons entitled to vote a majority in principal amount of
the outstanding Notes affected by the action proposed to be taken shall
constitute a quorum for a meeting of such Noteholders. In the absence of a
quorum within 30 minutes of the time appointed for any such

                                       41

<PAGE>

meeting, the meeting, if convened at the request of holders of Notes, shall be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than ten days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than ten days as determined by the chairman
of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 7.02,
except that such notice need be given only once not less than five days prior to
the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the outstanding Notes affected by the
action proposed to be taken which shall constitute a quorum.

SECTION 7.07      VOTING

                  The vote upon any resolution submitted to any meeting of
Noteholders shall be by written ballots on which shall be subscribed the
signatures of the holders of Notes or of their representatives by proxy and the
principal amount of the Notes held or represented by them. 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 Noteholders shall be prepared by the 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 at such meeting 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 or
published as provided in Section 7.02 or 7.03. The record shall show the
principal amount of the Notes voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary 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.

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

SECTION 7.08      NO DELAY OF RIGHTS BY MEETING

                  Nothing in this Article Seven shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Noteholders or any
rights expressly or impliedly conferred under this Article Seven 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 Noteholders under any of the
provisions of this Indenture or of the Notes.

                                       42

<PAGE>

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.01      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS

                  The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee from time to time and at any time may enter into
an indenture or indentures supplemental to this Indenture for one or more of the
following purposes:

                  (a)      to evidence the succession of another Person to the
Company, or successive successions, and the assumptions by the successor Person
of the covenants, agreements and obligations of the Company pursuant to Article
Nine;

                  (b)      to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the holders of the
Notes as the Board of Directors and the Trustee shall consider to be for the
protection of the holders of the Notes, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies set forth in this Indenture;
provided, however, that in respect of any such additional covenant, restriction
or condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;

                  (c)      to cure any ambiguity or to correct or supplement any
provision contained in this Indenture or in any supplemental indenture that may
be defective or inconsistent with any other provision contained in this
Indenture or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture, in each case that
shall not adversely affect the interests of the holders of the Notes; and

                  (d)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes and to
add to or change any of the provisions of this Indenture; provided, however,
that such action shall not adversely affect the interests of the holders of the
Notes.

                  The Trustee hereby is authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations that may be contained in such
supplemental indenture and to accept the conveyance, transfer and assignment of
any property under such supplemental indenture, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture that affects the Trustee's own rights, duties, privileges, protections
or immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 8.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Notes at the time outstanding,
notwithstanding any provisions of Section 8.02.

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<PAGE>

SECTION 8.02      SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS

                  With the consent (evidenced as provided in Section 6.01) of
the holders of not less than a majority in aggregate principal amount of the
Notes at the time outstanding affected by such supplemental indenture or
indentures, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee from time to time and at any time may enter into an
indenture or indentures supplemental to this Indenture for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the holders of the
Notes; provided, however, that without the consent of the holder of each Note
affected thereby no such supplemental indenture shall: (a) change the Stated
Maturity of the principal of or any installment of interest on any Note, or
reduce the principal amount of any Note or rate of interest on any Note or the
amount payable upon repurchase thereof, or the coin or currency in which any
Note or any interest on any Note is payable, or impair the right to institute
suit for the enforcement of any such payment on or after its Stated Maturity;
(b) change the place of payment of principal of any Note; (c) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Note; (d) reduce the percentage in principal amount of outstanding Notes the
consent of whose holders is required for any such supplemental indenture or the
consent of whose holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults under this Indenture and their
consequences provided for in this Indenture; (e) modify the provisions of
Section 4.01 providing for the rescinding and annulment of a declaration
accelerating the maturity of the Notes, or any of the provisions of this Section
8.02 or Section 4.07(b), except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived; or
(f) modify any of the provisions of Article Twelve.

                  Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

                  It shall not be necessary for the consent of the Noteholders
under this Section 8.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

SECTION 8.03      COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES

                  Any supplemental indenture executed pursuant to the provisions
of this Article Eight shall comply with the Trust Indenture Act as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Eight, this Indenture shall be and be deemed to be
modified and amended in accordance with such supplemental indenture and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of the Notes
affected thereafter shall be determined, exercised and enforced under this
Indenture subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental

                                       44

<PAGE>

indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

SECTION 8.04      NOTATION ON NOTES

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Eight may bear
a notation in form acceptable to the Trustee as to any matter provided for in
such supplemental indenture.

SECTION 8.05      EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE

                  The Trustee, subject to the provisions of Sections 5.0l and
5.02, shall at its request receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article Eight complies with the requirements of this Article Eight.

                                  ARTICLE NINE

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 9.01      COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS

                  The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

                           (l)      the Person 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 organized and validly
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia and expressly shall assume, by a
         supplemental indenture executed and delivered to the Trustee in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of, premium, if any, and interest on the Notes, according to
         their terms, and the performance of every 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 of Default, and no event which, after notice or
         lapse of time or both, would become an Event of Default, shall have
         happened and be continuing; and

                           (3)      the Company shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, conveyance, transfer or lease
         and supplemental indenture comply with this Article Nine and that all
         conditions precedent provided for in this Indenture relating to such
         transaction have been complied with.

                                       45

<PAGE>

SECTION 9.02      SUCCESSOR PERSON SUBSTITUTED

                  Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 9.01, the successor Person formed by such consolidation or into
which the Company is 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 in this Indenture, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Notes.

                  Such successor Person may cause to be signed, and may issue
either in its own name or in the name of the Company prior to such succession,
any of or all of the Notes issuable under this Indenture which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor Person instead of upon the Company Order, and subject to
all the terms, conditions and limitations in this Indenture, the Trustee shall
authenticate and shall deliver any Notes that previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication
and any Notes which such successor Person thereafter shall cause to be signed
and delivered to the Trustee on its behalf for that purpose. All the Notes so
issued shall have in all respects the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all such Notes had been issued at the date of
the execution of this Indenture.

                                   ARTICLE TEN

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.01     DISCHARGE OF INDENTURE

                  When (a) the Company shall deliver to the Trustee for
cancellation all Notes theretofore authenticated (other than any Notes that
shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year and the Company
shall deposit with the Trustee, in trust, funds sufficient to pay at their
Stated Maturity all the Notes (other than any Notes that shall have been
mutilated, destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.08) not theretofore canceled or delivered to the Trustee
for cancellation, including principal, premium, if any, and interest due or to
become due prior to such Stated Maturity, but excluding, however, the amount of
any money for the payment of principal of, premium, if any, or interest on the
Notes

                           (1)      theretofore deposited with the Trustee and
         repaid by the Trustee to the Company in accordance with the provisions
         of Section 10.04, or

                                       46

<PAGE>

                           (2)      paid to any State or the District of
         Columbia pursuant to its unclaimed property or similar laws, and if in
         either case the Company also shall pay or cause to be paid all other
         sums payable under this Indenture by the Company

then this Indenture shall cease to be of further effect with respect to the
Notes, and the Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel as required by Section 13.05 and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Notes. The
obligations of the Company to the Trustee under Section 5.06 shall survive the
termination of this Indenture.

                  The Trustee shall notify the Noteholders, at the expense of
the Company, of the immediate availability of the amount referred to in clause
(b) of this Section 10.01 by mailing a notice, first class postage prepaid, to
the holders of Notes at their addresses as they appear on the Note Register.

SECTION 10.02     DEPOSITED MONEY TO BE HELD IN TRUST BY TRUSTEE

                  Subject to Section 10.04, all money deposited with the Trustee
pursuant to Section 10.01 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company if
acting as its own Paying Agent, except as provided in Section 3.02), to the
holders of the particular Notes for the payment of which such money has been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest.

SECTION 10.03     PAYING AGENT TO REPAY MONEY HELD

                  Upon the satisfaction and discharge of this Indenture all
money then held by any Paying Agent (other than the Trustee), upon demand of the
Company, shall be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such money.

SECTION 10.04     RETURN OF UNCLAIMED MONEY

                  Any money deposited with or paid to the Trustee or any Paying
Agent for payment of the principal of, premium, if any, or interest on Notes, or
then held by the Company in trust for the payment of the principal of, premium,
if any, or interest on Notes, and not applied but remaining unclaimed by the
holders of Notes for two years after the date upon which the principal, premium,
if any, or interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand or, if then
held by the Company, shall be discharged from such trust, and all liability of
the Trustee thereupon shall cease; and the holder of any of such Notes
thereafter, as an unsecured general creditor, shall look only to the Company for
payment of such Notes, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, thereupon shall cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, at the expense
of the Company, shall mail to each holder of Notes notice that such money
remains unclaimed and that, after a date specified in such

                                       47

<PAGE>

notice, which shall not be less than 30 days from the date of such mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.05     DISCHARGE OF INDENTURE AS TO NOTES

                  (a)      The Company shall be deemed to have paid and
discharged the entire indebtedness on all the Notes at the time outstanding and,
upon Company Order, the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction, discharge and defeasance of such
indebtedness, when:

                           (1)      with respect to all Notes at the time
         outstanding, the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, U.S. dollars,
         U.S. Government Obligations or a combination thereof, in an amount that
         through the payment of interest and principal and premium in respect
         thereof in accordance with their terms will provide (without any
         reinvestment of such interest or principal), not later than one
         Business Day before the due date of any payment in respect of the
         Notes, money in an amount sufficient (in the case of a deposit
         including any U.S. Government Obligations, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee at or prior
         to the time of such deposit) to pay and discharge each installment of
         principal of, premium, if any, and interest on, the outstanding Notes
         on the dates such installments of principal and interest are due or
         upon the Stated Maturity thereof;

                           (2)      no Event of Default or event (including such
         deposit) which, with notice or lapse of time, or both, would become an
         Event of Default with respect to the Notes shall have occurred and be
         continuing on the date of such deposit as evidenced to the Trustee in
         an Officers' Certificate delivered concurrently with such deposit to
         the Trustee;

                           (3)      the Company shall have paid or caused to be
         paid all other sums due and payable to the Trustee under Section 5.06
         and all sums payable with respect to the Notes at the time outstanding;

                           (4)      such deposit will not result in a breach or
         violation of, or constitute a default under, this Indenture or any
         other agreement or instrument to which the Company is a party or by
         which it is bound, or the Company has obtained a waiver of any such
         breach, violation or default;

                           (5)      the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that holders of the Notes
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of the Company's exercise of its option under this Section
         10.05 and will be subject to Federal income tax on the same amount and
         in the manner and at the same times as would have been the case if such
         option had not been exercised and, in the case of the Notes being
         discharged, accompanied by a ruling to that effect received from or
         published by the Internal Revenue Service; and

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<PAGE>

                           (6)      the Company shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent herein provided for relating to
         the satisfaction, discharge and defeasance of the entire indebtedness
         on all Notes at the time outstanding have been complied with.

                  (b)      "U.S. Government Obligations" means securities that
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America which in either
case under clauses (i) or (ii) are not callable or redeemable at the option of
the issuer thereof.

                  (c)      Upon the satisfaction of the conditions set forth in
this Section 10.05 with respect to all the Notes at the time outstanding, the
terms and conditions of the Notes, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company (except as to any surviving rights of conversion or
registration of transfer or exchange and rights relating to mutilated,
destroyed, lost and stolen Notes pursuant to Section 2.08; provided, however,
that the Company shall not be discharged from any payment obligations in respect
of Notes which are deemed not to be outstanding under clause (c) of the
definition thereof if such obligations continue to be valid obligations of the
Company under applicable law.

SECTION 10.06     REPAYMENT TO COMPANY OF DEPOSITS MADE PURSUANT TO SECTION
10.05

                  After the payment in full of the entire indebtedness of Notes
with respect to which a deposit has been made with the Trustee pursuant to
Section 10.05, the Trustee and any Paying Agent upon Company Order promptly
shall return to the Company any money or U.S. Government Obligations held by
them that are not required for the payment of the principal of, premium, if any,
and interest on the Notes.

SECTION 10.07     DEPOSITS IRREVOCABLE

                  Any deposits with the Trustee referred to in Sections 10.01
and 10.05 shall be irrevocable.

SECTION 10.08     REINSTATEMENT

                  If the Trustee is unable to apply any money or U.S. Government
Obligations in accordance with Section 10.01 or 10.05 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.01 or 10.05
until such time as the Trustee is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 10.01 or 10.05.

                                       49

<PAGE>

                                 ARTICLE ELEVEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 11.01     INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS

                  No recourse for the payment of the principal of, premium, if
any, or interest on any Note, or for any claim based on any Note or otherwise in
respect of any Note, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any Note, or because of the
creation of any indebtedness represented by any Note, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Notes.

                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

SECTION 12.01     AGREEMENT TO SUBORDINATE

                  The Company, for itself, its successors and assigns, covenants
and agrees, and each holder of a Note likewise covenants and agrees by his
acceptance thereof, that the obligation of the Company to make any payment on
account of the principal of (and premium, if any) and interest on each and all
of the Notes shall be subordinate and junior in right of payment to the
Company's obligations to the holders of Senior Indebtedness to the extent
provided herein, and that in the case of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Company as a whole, whether voluntary or involuntary, all
obligations to holders of Senior Indebtedness shall be entitled to be paid in
full before any payment shall be made on account of the principal of (and
premium, if any) or interest on the Notes. In the event of any such proceeding,
after payment in full of all sums owing with respect to Senior Indebtedness, the
holders of the Notes, together with the holders of any obligations of the
Company Ranking on a Parity with the Notes, shall be entitled to be paid from
the remaining assets of the Company the amounts at the time due and owing on
account of unpaid principal of (and premium, if any) and interest on the Notes
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company Ranking Junior to the Notes. In addition, subject to the provisions
of Section 12.03, in the event of any such proceeding, if any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Notes, shall be received by the
Trustee or any holder of the Notes before all Senior Indebtedness is paid in
full and if such Noteholder or the Trustee, as the case may be, receiving such
payment is aware at the time or receipt that all Senior Indebtedness has not
been paid in full, then such

                                       50

<PAGE>

payment or distribution shall, if received by any Noteholder, be held in trust
for the benefit of the holders of Senior Indebtedness or, if received by the
Trustee, shall be held by it and delivered forthwith to the trustee in
bankruptcy, receiver, assignee, agent or other Person making payment or
distribution of the assets of the Company, and, in each case, shall be applied
to the payment of all Senior Indebtedness remaining unpaid, until all such
Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
For purposes of this paragraph only, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other company provided for by a
plan of reorganization or readjustment which are subordinated in right of
payment to all Senior Indebtedness which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Notes are so
subordinated as provided in this Article Twelve.

                  The subordination provisions of the foregoing paragraph shall
not be applicable to amounts at the time due and owing on the Notes on account
of the unpaid principal of (and premium, if any) or interest on the Notes for
the payment of which funds have been deposited in trust with the Trustee or have
been set aside by the Company in trust in accordance with the provisions of this
Indenture; nor shall such provisions impair any rights, interests, remedies or
powers of any secured creditor of the Company in respect of any security the
creation of which is not prohibited by the provisions of this Indenture.

                  If there shall have occurred and be continuing (a) a default
in any payment with respect to any Senior Indebtedness or (b) an event of
default with respect to any Senior Indebtedness as a result of which the
maturity thereof is accelerated, unless and until such payment default or event
of default shall have been cured or waived or shall have ceased to exist, no
payments shall be made by the Company with respect to the principal of (or
premium, if any) or interest on the Notes. The provisions of this paragraph
shall not apply to any payment with respect to which the first paragraph of this
Section 12.01 would be applicable.

                  The securing of any obligations of the Company Ranking on a
Parity with the Notes or obligations Ranking Junior to the Notes shall not be
deemed to prevent such obligations from constituting obligations of the Company
Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes.

                  The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions set forth in
Article Nine shall not be deemed a dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section 12.01 if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, or transfer, comply with the conditions set
forth in Article Nine.

                                       51

<PAGE>

SECTION 12.02     OBLIGATION OF THE COMPANY UNCONDITIONAL

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture is intended to or shall impair, as between the Company and the holders
of the Notes, the obligation of the Company, which is absolute and
unconditional, to pay the holders of the Notes the principal of (and premium, if
any) and interest on the Notes when, where and as the same shall become due and
payable, all in accordance with the terms of the Notes and this Indenture, or is
intended to or shall affect the relative rights of the holders of the Notes and
creditors other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the holder of any Note from exercising
all remedies otherwise permitted by applicable law upon an Event of Default
under this Indenture, subject to the rights, if any, under this Article Twelve
of the holders of Senior Indebtedness in respect of cash, property, or
securities of the Company received upon the exercise of any such remedy.

SECTION 12.03     NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENT

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee located at the Corporate Trust Office of the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Notes. Notwithstanding the provisions of
this Article Twelve or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Notes, unless
and until the Trustee shall have received at its Corporate Trust Office written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee therefor, and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 5.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 12.03 at
least three Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest on any Note),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it during or after such
three Business Day period.

                  Subject to the provisions of Section 5.01, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing itself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article Twelve, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Twelve, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                                       52

<PAGE>

SECTION 12.04     APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT

                  Anything in this Indenture to the contrary notwithstanding,
any deposit of moneys by the Company with the Trustee or any other agent
(whether or not in trust) for any payment of the principal of (and premium, if
any) or interest on any Notes shall, except as provided in Section 12.03, be
subject to the provisions of Section 12.01.

SECTION 12.05     SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS

                  Subject to the payment in full of all Senior Indebtedness, the
holders of the Notes shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to such Senior Indebtedness until the principal of (and premium, if
any) and interest on the Notes shall be paid in full. For purposes of such
subrogation, none of the payments or distributions to the holders of the Senior
Indebtedness to which the holders of the Notes or the Trustee would be entitled
except for the provisions of this Article Twelve, or of payments over pursuant
to the provisions of this Article Twelve to the holders of Senior Indebtedness
by holders of the Notes or the Trustee shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the holders of the
Notes, be deemed to be a payment or distribution by the Company to or on account
of the Senior Indebtedness; it being understood that the provisions of this
Article Twelve are and are intended solely for the purpose of defining the
relative rights of the holders of the Notes, on the one hand, and the holders of
the Senior Indebtedness on the other hand.

SECTION 12.06     SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS

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

SECTION 12.07     AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF NOTES

                  Each holder of a Note, by his acceptance thereof, authorizes
and expressly directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination provided in this
Article Twelve and appoints the Trustee his attorney-in-fact for any and all
such purposes.

                  If, in the event of any proceeding or other action relating to
the Company referred to in the first sentence of Section 12.01, a proper claim
or proof of debt in the form required in such proceeding or action is not filed
by or on behalf of the holders of the Notes prior to fifteen days before the
expiration of the time to file such claim or claims, then the holder or holders
of Senior Indebtedness shall have the right to file and are hereby authorized to
file appropriate claim for and on behalf of the holders of the Notes; provided,
that no such filing by any holders of Senior Indebtedness shall preclude the
Trustee from filing such a proof of claim on behalf of the holders of Notes.

                                       53

<PAGE>

SECTION 12.08     RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS

                  The Trustee in its individual capacity shall be entitled to
all of the rights set forth in this Article Twelve in respect of any Senior
Indebtedness at any time held by it in its individual capacity to the same
extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. Nothing in this Article shall subordinate to Senior Indebtedness the
claims of, or any payments to, the Trustee under Section 5.06.

SECTION 12.09     ARTICLE TWELVE NOT TO PREVENT EVENTS OF DEFAULT

                  The failure to make a payment pursuant to the Notes by reason
of any provision in this Article shall not be construed as preventing the
occurrence of a default or an Event of Default.

SECTION 12.10     ARTICLE APPLICABLE TO PAYING AGENTS

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article Twelve shall in such case (unless the content
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 12.08 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 12.11     RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT

                  Upon any payment or distribution of assets of the Company
referred to in this Article Twelve, the Trustee, subject to the provisions of
Section 5.01, and the holders of the Notes shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the holders of Notes for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Twelve.

SECTION 12.12     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall in good faith mistakenly pay over or distribute to holders of Notes
or to the Company or to any other Person, cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
Twelve or otherwise.

                                       54

<PAGE>

SECTION 12.13     PAYMENT PERMITTED IF NO DEFAULT

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture or in any of the Notes shall prevent the Company, at any time except
during the case of any insolvency, receivership, conservatorship,
reorganization, readjustment or debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company referred to in Section 12.01, from making payments at any time of
principal of (and premium, if any) or interest on the Notes.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 13.01     PROVISIONS BINDING ON COMPANY'S SUCCESSORS

                  All the covenants, stipulations, promises and agreements
contained in this Indenture by the Company shall bind its successors and assigns
whether so expressed or not.

SECTION 13.02     OFFICIAL ACTS BY SUCCESSOR

                  Any act or proceeding by any provisions of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any Person that shall at the
time be the lawful sole successor of the Company.

SECTION 13.03     ADDRESSES FOR NOTICES; ETC.

                  Any notice or demand that by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Notes on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee) to Synovus
Financial Corp., Attention: Treasurer, P.O. Box 120, Columbus, Georgia
31902-0120. Any notice, direction, request or demand by any Noteholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing to The Bank of New York Trust Company
of Florida, N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256,
Attention: Corporate Trust Division.

SECTION 13.04     GOVERNING LAW

                  THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.

                                       55

<PAGE>

SECTION 13.05     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

                  Upon any application or request by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.
                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than certificates provided pursuant to
Section 3.04, which certificates shall comply with the requirements of Section
3.04) shall include: (i) a statement that the person making such certificate or
opinion has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinion contained in such certificate or opinion are based; (iii) 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 (iv) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

                  The provisions of this Section 13.05 are in furtherance of and
subject to Sections 314(c)(1), 314(c)(2) and 314(e) of the Trust Indenture Act.

SECTION 13.06     LEGAL HOLIDAYS

                  In any case where the Stated Maturity of principal of,
premium, if any, or interest on the Notes will not be a Business Day, payment of
such principal, premium, if any, or interest need not be made on such date but
may be made on the next following Business Day with the same force and effect as
if made on the Stated Maturity and, if such principal, premium, if any, or
interest is duly paid on such next following Business Day, no interest shall
accrue for the period from and after such Stated Maturity to such next following
Business Day.

SECTION 13.07     TRUST INDENTURE ACT TO CONTROL

                  This Indenture is subject to, and will be governed by, the
provisions of the Trust Indenture Act that are required to be a part of and
govern indentures qualified under the Trust Indenture Act (regardless of whether
or not this Indenture has been qualified thereunder). If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another
provision hereof which is required to be included, or is deemed to be required
to be included, in this Indenture by any provision of the Trust Indenture Act,
such required provision shall control.

SECTION 13.08     NO SECURITY INTEREST CREATED

                  Nothing in this Indenture or in the Notes, expressed or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction where property of the Company or its Subsidiaries is
located.

                                       56

<PAGE>

SECTION 13.09     BENEFITS OF INDENTURE

                  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties to this Indenture, any Paying
Agent, any Note Registrar and their successors under this Indenture and the
holders of Notes any benefit or any legal or equitable right, remedy or claim
under this Indenture.

SECTION 13.10     PAYMENTS TO BE MADE IN U.S. DOLLARS

                  Notwithstanding anything in this Indenture to the contrary,
any payments on or relating to any Note shall be made only in U.S. dollars.

SECTION 13.11     AUTHENTICATING AGENT

                  There may be an Authenticating Agent appointed by the Trustee
to act as its agent on its behalf and subject to its direction in connection
with the authentication and delivery of the Notes. The Notes authenticated by
such Authenticating Agent shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee. Wherever reference is made in the Indenture to the authentication and
delivery of Notes by the Trustee or to the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by such Authenticating
Agent. Such Authenticating Agent shall at all times be a Person organized and
doing business under the laws of the United States or of any State, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $25,000,000, subject to supervision or examination by
Federal or State authority.

                  Any Person into which any Authenticating Agent may be merged
or converted, or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent shall
be party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent. Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Company.

                  Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 13.11, the Trustee
promptly may appoint a successor Authenticating Agent, which shall be acceptable
to the Company, and shall give written notice of such appointment to the
Company, and the Company shall give notice of such appointment to all holders of
Notes. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent herein. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

                                       57

<PAGE>

SECTION 13.12     TABLE OF CONTENTS, HEADINGS, ETC.

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

SECTION 13.13     EXECUTION IN COUNTERPARTS

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

                                       58

<PAGE>

                  IN WITNESS WHEREOF, SYNOVUS FINANCIAL CORP. has caused this
Indenture to be signed and acknowledged by its Senior Vice President, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or an Assistant Secretary, and THE BANK OF NEW YORK TRUST COMPANY OF
FLORIDA, N.A. has caused this Indenture to be signed and acknowledged by its
authorized officer or agent, and has caused its corporate seal to be affixed
hereunto and the same to be attested by its authorized officer , as of the day
and year first written above.

                                    SYNOVUS FINANCIAL CORP.

                                    By: /s/ Joseph M. Lowery
                                       ----------------------------
                                       Name: Joseph M. Lowery
                                       Title: Senior Vice President
[SEAL]

Attest: /s/ Kathleen Moates
       --------------------
       Kathleen Moates
       Assistant Secretary
                                    THE BANK OF NEW YORK TRUST
                                    COMPANY OF FLORIDA, N.A.

                                    By: /s/ Derek Kettel
                                       ----------------------
                                       Name:  Derek Kettel
                                       Title: Vice President
[SEAL]

Attest: /s/ Robert Seifert
       ---------------------
       Name:  Robert Seifert
       Title: Vice President


                                       59

<PAGE>

STATE OF GEORGIA                  )
                                  ) ss.:
COUNTY OF MUSCOGEE                )

                  On the 18 day of February, 2003, before me personally came
Joseph M. Lowery, to me known, who, being by me duly sworn did depose and say
that he resides at Columbus, Georgia; that he is the Senior Vice President of
Synovus Financial Corp., one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.


                                                       /s/ Brenda McKinney
                                                  ------------------------------
                                                          Notary Public

                                                  Commission Expires
                                                  9/18/2003

[NOTARIAL SEAL]

STATE OF FLORIDA                  )
                                  ) ss.:
COUNTY OF DUVAL                   )

                  On the __day of February, 2003, before me personally came
Derek Kettel, to me known, who, being by me duly sworn did depose and say that
he resides at 8640 Rolling Brook Lane, Jacksonville, Florida 32256; that he is a
Vice President of THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.

                                                       /s/ CHRISTIE LEPPERT
                                                  ______________________________
                                                         Notary Public

[NOTARIAL SEAL]

                                       60

<PAGE>

                                                                      APPENDIX A

                              [FORM OF GLOBAL NOTE]

[INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH DTC] - THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. THIS GLOBAL
NOTE MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A NOTE REGISTERED IN THE
NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
SET FORTH IN SECTION 2.07 OF THE INDENTURE, AND MAY NOT BE TRANSFERRED, IN WHOLE
OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07
OF THE INDENTURE. BENEFICIAL INTERESTS IN THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.07 OF THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO.
("CEDE") OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.

[INCLUDE IF NOTE IS A REGULATION S TEMPORARY GLOBAL NOTE, A RULE 144A GLOBAL
NOTE OR A NOTE ISSUED IN EXCHANGE THEREFOR] - THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND IS
AWARE THAT THE SALE IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT OR (B) IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), AND IT IS

                                       A-1

<PAGE>

PURCHASING THE NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S; (2)
AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (a) (i) TO
THE ISSUER OR ANY SUBSIDIARY THEREOF, (ii) to a person who the seller reasonably
believes is a qualified institutional buyer within the meaning of rule 144a
under the securities act PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER in a transaction meeting the requirements of rule
144A, (iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 903 or rule 904 of regulation s under the securities act, (iv) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (v) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (b) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN EACH CASE, IN ACCORDANCE
WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY
JURISDICTION OUTSIDE THE UNITED STATES.

[INCLUDE IF NOTE IS A REGULATION S TEMPORARY GLOBAL NOTE] - THIS GLOBAL NOTE IS
A REGULATION S GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS
REGULATION S GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED ABOVE.

NO BENEFICIAL OWNERS OF THIS REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

                                   Global Note

                             Synovus Financial Corp.

                       4.875% Subordinated Notes Due 2013

No.:  ___                                                        $______________
No.:  ___

Cusip No.: 87161CAD7 (Rule 144A Global Note)
Cusip No.: U80803AA4 (Regulation S Global Note)

                                       A-2

<PAGE>

                  Synovus Financial Corp., a corporation duly organized and
existing under the laws of Georgia (the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________ ($__________) on February 15, 2013, and to pay
interest thereon from February 18, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15 in each year, commencing August 15, 2003, at the
rate of 4.875% per annum, until the principal hereof is paid or made available
for payment. The interest (including additional interest, if any) so payable,
and punctually paid or duly provided for, on any Interest Payment Date will be
paid, as provided in the Indenture, to the Person in whose name this Global Note
(or one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for forthwith will cease to be payable to the holder on such Regular Record Date
and either may be paid to the Person in whose name this Global Note (or one or
more Predecessor Notes) 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 holders of Notes of this series not
less than ten days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Notes may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in the Indenture.

                  Payment of the principal of, premium, if any, and interest on
this Global Note will be made at the office or agency of the Company maintained
for that purpose in New York, New York or in such other office or agency as may
be established by the Company pursuant to the Indenture, 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. Notwithstanding any provision of
the Indenture or this Global Note to the contrary, at the option of the Company,
payment of interest on this Global Note may be made by check pursuant to the
terms of this Global Note mailed to the address of the Person entitled thereto
as such address shall appear in the Note Register, except that (i) a holder of
$20,000,000 or more in aggregate principal amount of Notes will be entitled to
receive such payments by wire transfer within the United States of immediately
available funds if appropriate wire transfer instructions shall have been
received in writing by the Paying Agent not later than ten days prior to the
applicable Interest Payment Date and (ii) payments in respect of the Global Note
shall be made by wire transfer of immediately available funds to the accounts
specified by the holders of the Global Notes.

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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Global Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                                       A-3

<PAGE>

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

Dated:

                                        SYNOVUS FINANCIAL CORP.

                                        By: ____________________________________

                                                           [SEAL]

Attest:

________________________________

                                       A-4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes issued under the within-mentioned Indenture.

                                           THE BANK OF NEW YORK TRUST COMPANY
                                            OF FLORIDA, N.A., as Trustee and
                                            Authenticating Agent

                                        By: ____________________________________
                                                      Authorized Signatory

                                       A-5

<PAGE>

                             [REVERSE SIDE OF NOTE]

                       4.875% Subordinated Notes Due 2013

                  This Global Note is one of a duly authorized issue of an
unlimited amount of securities of the Company (the "Notes"), issued under an
Indenture, dated as of February 18, 2003 (the "Indenture", which term shall have
the meaning assigned to in it in such instrument), between the Company and The
Bank of New York Trust Company of Florida, N.A., as Trustee (the "Trustee",
which term includes any successor trustee under the Indenture), to which the
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Global Note is one of the series designated on the face hereof, in the initial
aggregate principal amount of $____________.

                  [The holder of this Global Note is entitled to the benefits of
the Registration Rights Agreement, dated as of _____________, among the Company
and the Initial Purchasers named therein (the "Registration Rights Agreement").
If (i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement (as such terms are defined in the Registration Rights
Agreement), as the case may be, is filed with the Securities and Exchange
Commission on or prior to the date which is, in the case of the Exchange Offer
Registration Statement, 90 days following the date of the original issuance of
the Notes or, in the case of the Shelf Registration Statement, 60 days after so
requested, (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is not declared effective within, in
the case of the Exchange Registration Statement, 150 days after the original
issuance of the Notes or, in the case of the Shelf Registration Statement, 120
days after so requested, (iii) if the Exchange Offer Registration Statement is
declared effective, the Registered Exchange Offer (as such term is defined in
the Registration Rights Agreement) is not consummated on or prior to 180 days
after the date of the original issuance of the Notes or (iv) the applicable
Registration Statement (as such term is defined in the Registration Rights
Agreement) is filed and declared effective but shall thereafter cease to be
effective or useable (at any time that the Company is obligated to maintain the
effectiveness or usability thereof) (each such event referred to in clauses (i)
through (iv), a "Registration Default"), the Company shall be obligated to pay
additional interest ("Additional Interest") to each Holder of the Notes, during
the period of one or more such Registration Defaults, at a rate of 0.25% per
annum for the first 60 days, increased by an additional 0.25% per annum
thereafter, on the applicable principal amount of Notes held by such holder
until all Registration Defaults have been cured. Such obligation to pay
Additional Interest shall survive until (i) the applicable Registration
Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective or the Registered Exchange Offer is consummated with respect to all
properly tendered Notes, (iii) the Shelf Registration Statement is declared
effective or (iv) the applicable Registration Statement again becomes effective
(or is superseded by another effective Registration Statement), as the case may
be. At any time that all Registration Defaults have been cured, the accrual of
Additional Interest will cease.

                  The Company shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company shall

                                       A-6

<PAGE>

pay the Additional Interest due on the Notes by depositing with the Paying Agent
(which may not be the Company for these purposes), in trust, for the benefit of
the holders thereof, on the next applicable Interest Payment Date specified by
the Indenture and the Notes, sums sufficient to pay the Additional Interest then
due; provided, however, that if any Registration Default occurs after the fifth
day preceding an Interest Payment Date, the initial payment of Additional
Interest with respect to such Registration Default shall be made on the second
succeeding Interest Payment Date after such Registration Default. The Additional
Interest due shall be payable on each applicable Interest Payment Date specified
by the Indenture and the Notes to the record holder entitled to receive the
interest payment to be made on such date. Each obligation to pay Additional
Interest shall be deemed to accrue from and including the date of the applicable
Registration Default.]*

                  The indebtedness evidenced by the Note is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness, and
this Global Note is issued subject to such provisions. Each holder of this
Global Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee its attorney-in-fact for
such purpose.

                  If a Bankruptcy Event of Default with respect to the Notes
shall occur and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the holders of a majority in principal amount of the Notes at the
time outstanding. The Indenture also contains provisions permitting the holders
of specified percentages in principal amount of the Notes at the time
outstanding, on behalf of the holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder
of this Global Note shall be conclusive and binding upon such holder and upon
all future holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu hereof, whether
or not notation of such consent or waiver is made upon this Global Note.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, Notes will be issued only in fully registered
form and will be represented by one or more Notes registered in the name of a
nominee of The Depository Trust Company. Beneficial interests in

-----------------------------
* Insert for Notes issued subject to a Registration Rights Agreement.

                                       A-7

<PAGE>

the Notes will be shown on, and transfers thereof will be effected only through,
the records maintained by The Depository Trust Company's participants. Except
for the limited circumstances described in the Indenture, owners of beneficial
interests in the Notes will not be entitled to receive Notes in definitive form
and will not be considered the holders thereof.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Each holder of a Note covenants and agrees by its acceptance
thereof to comply and be bound by the foregoing provisions.

                  Prior to the due registration of transfer of this Global Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Global Note is registered as the owner hereof for
all purposes, whether or not this Global Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                  This Global Note is not secured by any collateral, including
the assets of the Company or any of its Subsidiaries.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the issue
hereof, expressly waived and released.

                  All terms used in this Global Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  THE INDENTURE AND THIS GLOBAL NOTE SHALL EACH BE DEEMED TO BE
A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.

                                       A-8

<PAGE>

[INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH DTC:]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

         The following increases or decreases in this Global Note have been
made:

<TABLE>
<S>                <C>                    <C>                     <C>                            <C>
Date of Exchange   Amount of decrease     Amount of increase in   Principal Amount of            Signature of authorized
                   in Principal Amount    Principal Amount of     this Global Note following     signatory of Trustee or
                   of this Global Note    this Global Note        such decrease or increase      Note Custodian
</TABLE>

                                       A-9
<PAGE>

                                                                      APPENDIX B

                            [FORM OF DEFINITIVE NOTE]

[INCLUDE IF NOTE IS A NOTE ISSUED IN EXCHANGE FOR A RULE 144A GLOBAL NOTE] -
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) AND IS AWARE THAT THE SALE IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS A NON-U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), AND IT IS PURCHASING THE
NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S; (2) AGREES THAT IT
WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (a) (i) TO THE ISSUER OR
ANY SUBSIDIARY THEREOF, (ii) to a person who the seller reasonably believes is a
qualified institutional buyer within the meaning of rule 144a under the
securities act PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER in a transaction meeting the requirements of rule 144A,
(iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 or rule 904 of regulation s under the securities act, (iv) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (v) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (b) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN EACH CASE, IN ACCORDANCE
WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY
JURISDICTION OUTSIDE THE UNITED STATES.

                                 Definitive Note

                             Synovus Financial Corp.

                       4.875% Subordinated Notes Due 2013

No.:  ___                                                       $______________*
No.:  ___

-------------------------
* Denominations of U.S.$1,000 and any larger amount that is an integral multiple
of U.S.$1,000.

                                       B-1

<PAGE>

Cusip No.: 87161CAD7 (Notes issued in exchange for Rule 144A Global Note)
Cusip No.: U80803AA4 (Notes issued in exchange for Regulation S Global Note)

                  Synovus Financial Corp., a corporation duly organized and
existing under the laws of Georgia (the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________ ($__________) on February 15, 2013, and to pay
interest thereon from February 18, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15 in each year, commencing August 15, 2003, at the
rate of 4.875% per annum, until the principal hereof is paid or made available
for payment. The interest (including additional interest, if any) so payable,
and punctually paid or duly provided for, on any Interest Payment Date will be
paid, as provided in the Indenture, to the Person in whose name this Definitive
Note (or one or more Predecessor Notes) is registered at the close of business
on the Regular Record Date for such interest, which shall be the February 1 or
August 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for forthwith will cease to be payable to the holder on such Regular
Record Date and either may be paid to the Person in whose name this Definitive
Note (or one or more Predecessor Notes) 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 holders of Notes of this series
not less than ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Notes may be
listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in the Indenture.

                  Payment of the principal of, premium, if any, and interest on
this Definitive Note will be made at the office or agency of the Company
maintained for that purpose in New York, New York or in such other office or
agency as may be established by the Company pursuant to the Indenture, 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. Notwithstanding any
provision of the Indenture or this Definitive Note to the contrary, at the
option of the Company, payment of interest on this Definitive Note may be made
by check pursuant to the terms of this Definitive Note mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register,
except that a holder of $20,000,000 or more in aggregate principal amount of
Notes will be entitled to receive such payments by wire transfer within the
United States of immediately available funds if appropriate wire transfer
instructions shall have been received in writing by the Paying Agent not later
than ten days prior to the applicable Interest Payment Date.

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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Definitive Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.

                                      B-2

<PAGE>

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

Dated:

                                            SYNOVUS FINANCIAL CORP.

                                            By: _______________________________

                                                            [SEAL]

Attest:

________________________________

                                      B-3

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes issued under the within-mentioned
Indenture.

                                              THE BANK OF NEW YORK TRUST COMPANY
                                               OF FLORIDA, N.A., as Trustee and
                                               Authenticating Agent

                                              By: _____________________________
                                                        Authorized Signatory

                                      B-4

<PAGE>

                             [REVERSE SIDE OF NOTE]

                       4.875% Subordinated Notes Due 2013

                  This Definitive Note is one of a duly authorized issue of an
unlimited amount of securities of the Company (the "Notes"), issued under an
Indenture, dated as of February 18, 2003 (the "Indenture", which term shall have
the meaning assigned to in it in such instrument), between the Company and The
Bank of New York Trust Company of Florida, N.A., as Trustee (the "Trustee",
which term includes any successor trustee under the Indenture), to which the
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Definitive Note is one of the series designated on the face hereof, in the
initial aggregate principal amount of $____________.

                  [The holder of this Definitive Note is entitled to the
benefits of the Registration Rights Agreement, dated as of _____________, among
the Company and the Initial Purchasers named therein (the "Registration Rights
Agreement"). If (i) neither the Exchange Offer Registration Statement nor the
Shelf Registration Statement (as such terms are defined in the Registration
Rights Agreement), as the case may be, is filed with the Securities and Exchange
Commission on or prior to the date which is, in the case of the Exchange Offer
Registration Statement, 90 days following the date of the original issuance of
the Notes or, in the case of the Shelf Registration Statement, 60 days after so
requested, (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is not declared effective within, in
the case of the Exchange Registration Statement, 150 days after the original
issuance of the Notes or, in the case of the Shelf Registration Statement, 120
days after so requested, (iii) if the Exchange Offer Registration Statement is
declared effective, the Registered Exchange Offer (as such term is defined in
the Registration Rights Agreement) is not consummated on or prior to 180 days
after the date of the original issuance of the Notes or (iv) the applicable
Registration Statement (as such term is defined in the Registration Rights
Agreement) is filed and declared effective but shall thereafter cease to be
effective or useable (at any time that the Company is obligated to maintain the
effectiveness or usability thereof) (each such event referred to in clauses (i)
through (iv), a "Registration Default"), the Company shall be obligated to pay
additional interest ("Additional Interest") to each Holder of the Notes, during
the period of one or more such Registration Defaults, at a rate of 0.25% per
annum for the first 60 days, increased by an additional 0.25% per annum
thereafter, on the applicable principal amount of Notes held by such holder
until all Registration Defaults have been cured. Such obligation to pay
Additional Interest shall survive until (i) the applicable Registration
Statement is filed, (ii) the Exchange Offer Registration Statement is declared
effective or the Registered Exchange Offer is consummated with respect to all
properly tendered Notes, (iii) the Shelf Registration Statement is declared
effective or (iv) the applicable Registration Statement again becomes effective
(or is superseded by another effective Registration Statement), as the case may
be. At any time that all Registration Defaults have been cured, the accrual of
Additional Interest will cease.

                  The Company shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company shall

                                      B-5

<PAGE>

pay the Additional Interest due on the Notes by depositing with the Paying Agent
(which may not be the Company for these purposes), in trust, for the benefit of
the holders thereof, on the next applicable Interest Payment Date specified by
the Indenture and the Notes, sums sufficient to pay the Additional Interest then
due; provided, however, that if any Registration Default occurs after the fifth
day preceding an Interest Payment Date, the initial payment of Additional
Interest with respect to such Registration Default shall be made on the second
succeeding Interest Payment Date after such Registration Default. The Additional
Interest due shall be payable on each applicable Interest Payment Date specified
by the Indenture and the Notes to the record holder entitled to receive the
interest payment to be made on such date. Each obligation to pay Additional
Interest shall be deemed to accrue from and including the date of the applicable
Registration Default.]*

                  The indebtedness evidenced by the Note is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness, and
this Definitive Note is issued subject to such provisions. Each holder of this
Definitive Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee its attorney-in-fact for
such purpose.

                  If a Bankruptcy Event of Default with respect to the Notes
shall occur and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the holders of a majority in principal amount of the Notes at the
time outstanding. The Indenture also contains provisions permitting the holders
of specified percentages in principal amount of the Notes at the time
outstanding, on behalf of the holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the holder
of this Definitive Note shall be conclusive and binding upon such holder and
upon all future holders of this Definitive Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu hereof, whether
or not notation of such consent or waiver is made upon this Definitive Note.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, Notes will be issued only in fully registered
form and will be represented by one or more Notes registered in the name of a
nominee of The Depository Trust Company. Beneficial interests in

-------------------------
* Insert for Notes issued subject to a Registration Rights Agreement.

                                      B-6

<PAGE>

the Notes will be shown on, and transfers thereof will be effected only through,
the records maintained by The Depository Trust Company's participants. Except
for the limited circumstances described in the Indenture, owners of beneficial
interests in the Notes will not be entitled to receive Notes in definitive form
and will not be considered the holders thereof.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Each holder of a Note covenants and agrees by its acceptance
thereof to comply and be bound by the foregoing provisions.

                  Prior to the due registration of transfer of this Definitive
Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Definitive Note is registered as the owner
hereof for all purposes, whether or not this Definitive Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  This Definitive Note is not secured by any collateral,
including the assets of the Company or any of its Subsidiaries.

                  No recourse for the payment of the principal of, premium, if
any, or interest on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the issue
hereof, expressly waived and released.

                  All terms used in this Definitive Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

                  THE INDENTURE AND THIS DEFINITIVE NOTE SHALL EACH BE DEEMED TO
BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.

                                      B-7

<PAGE>

                      [Form of Transfer of Definitive Note]

         ______________, being the registered holder of this Definitive Note,
hereby transfers to ______________ U.S.$ ______________ in principal amount of
this Note and irrevocably requests and authorizes ______________, in its
capacity as Note Registrar in relation to the 4.875% Subordinated Notes Due 2013
of Synovus Financial Corp. (or any successor to ______________, in its capacity
as such) to effect the relevant transfer by means of appropriate entries in the
register kept by it.

Dated:

Signed: ____________________

Note:

                  (i)      the signature to this assignment must correspond with
                           the name as it appears upon the face of the within
                           Note in every particular without alteration or
                           enlargement or any change whatsoever;

                  (ii)     a representative of the registered holder should
                           state the capacity in which he signs, e.g., executor;

                  (iii)    the signature of the transferor must be guaranteed in
                           a manner satisfactory to the Note Registrar.

Dated:

By: _______________________
     Authorized Signatory

Signature guaranteed:

__________________________

                                      B-8

<PAGE>

                                                                    APPENDIX C-1

              [FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION
                     BY EUROCLEAR OR CLEARSTREAM LUXEMBOURG]

[The Bank of New York Trust Company
  of Florida, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention:   Corporate Trust Division]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

                  This is to certify with respect to $_________ principal amount
of the Notes that, except as set forth below, we have received in writing, by
tested telex or by electronic transmission, from member organizations appearing
in our records as persons being entitled to a portion of such principal amount
(our "Member Organizations") certifications with respect to such portion,
substantially to the effect set forth in the Indenture for the Notes.

                  We further certify:

                  (i)      that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Temporary Global Note excepted in such certifications; and

                  (ii)     that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, exercise of any rights or
collection of any interest) are no longer true and cannot be relied upon as the
date hereof.

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you or the Company to produce this certification to any interested
party in such proceedings.

                  Dated:

                                        Yours faithfully,

                                        [Euroclear or Clearstream Luxembourg]

                                        By: ___________________________________

                                      C-1-1

<PAGE>

                                                                    APPENDIX C-2

              [FORM OF NON-U.S. BENEFICIAL OWNERSHIP CERTIFICATION
                             BY MEMBER ORGANIZATION]

[Euroclear or Clearstream Luxembourg, as applicable]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

                  This is to certify that as of the date hereof, and except as
set forth below, the Notes held by you for our account are beneficially owned by
(a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Notes in
transactions which did not require registration under the Securities Act of
1933, as amended (the "Act"). As used in this paragraph the term "U.S. person"
has the meaning given to it by Regulation S under the Act.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Notes held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

                  This certification excepts and does not relate to $[*] of such
interest in the above Notes in respect of which we are not able to certify and
as to which we understand exchange and delivery of definitive Notes (or, if
relevant, exercise of any rights or collection of any interest) cannot be made
until we do so certify.

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you, the Company or the Trustee or Registrar for the Notes to produce
this certification to any interested party in such proceedings.

                  Date: [*]. (Not earlier than 15 days prior to the end of the
40-day period referred to in Section 2.01(e) of the Indenture for the Notes).

By:   ____________________________________

      [Agent Member]
      As, or as agent for, the Beneficial Owner(s) of the Notes to which this
certificate relates.

                                      C-2-1

<PAGE>

                                                                      APPENDIX D

                              [FORM OF CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM RULE 144A
               GLOBAL NOTE TO REGULATION S TEMPORARY GLOBAL NOTE]
                       (exchanges or transfers pursuant to
                      Section 2.07(b)(ii) of the Indenture)

[The Bank of New York Trust Company
  of Florida, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention:        Corporate Trust Division]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

         Reference is hereby made to the Indenture dated as of February 18, 2003
(the "Indenture") between Synovus Financial Corp. (the "Company") and [The Bank
of New York Trust Company of Florida, N.A.] (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         This letter relates to U.S.$____________ principal amount of Notes
which are held as a beneficial interest in the Rule 144A Global Note (CUSIP No.
87161CAD7) with the Depository Trust Company, a New York corporation ("DTC"), in
the name of [Insert name of DTC participant] (the "Transferor"). The Transferor
has requested an exchange or transfer of such beneficial interest for an
interest in the Regulation S Temporary Global Note (CUSIP No. U80803AA4) to be
held with [Euroclear] [Clearstream Luxembourg] (ISIN Code USU80803AA44) (Common
Code 016336629) through DTC.

         In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act") and accordingly the Transferor does
hereby certify that:

         (1)      the offer of the Notes was not made to a person in the United
                  States;

         (2)      (A) at the time the buy order was originated, the transferee
                  was outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the transferee
                  was outside the United States, or

                  (B) the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither the Transferor nor any person acting on our behalf
                  knows that the transaction was pre-arranged with a buyer in
                  the United States;

                                       D-1

<PAGE>

         (3)      no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or 904(b) of Regulation S, as
                  applicable;

         (4)      the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act; and

         (5)      upon completion of the transaction, the beneficial interest
                  being transferred as described above was held with Euroclear
                  or Clearstream Luxembourg through DTC (ISIN Code
                  USU80803AA44).

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers for the Notes.

                           [Insert Name of Transferor]

                                   By: _________________________________________
                                       Name:
                                       Title:

Dated:_____________________

cc:   Synovus Financial Corp.

                                       D-2

<PAGE>

                                                                      APPENDIX E

                              [FORM OF CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM RULE 144A
               GLOBAL NOTE TO REGULATION S PERMANENT GLOBAL NOTE]
                       (exchanges or transfers pursuant to
                     Section 2.07(b)(iii) of the Indenture)

[The Bank of New York Trust Company
  of Florida, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention:        Corporate Trust Division]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

         Reference is hereby made to the Indenture dated as of February 18, 2003
(the "Indenture") between Synovus Financial Corp. (the "Company") and [The Bank
of New York Trust Company of Florida, N.A.] (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         This letter relates to U.S.$____________ principal amount of Notes
which are held as a beneficial interest in the Rule 144A Global Note (CUSIP No.
87161CAD7) with the Depository Trust Company, a New York corporation ("DTC"), in
the name of [Insert name of DTC Participant] (the "Transferor"). The Transferor
has requested an exchange or transfer of such beneficial interest for an
interest in the Regulation S Permanent Global Note (CUSIP No. U80803AA4).

         In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and (i)
that, with respect to transfers made in reliance on Regulations S under the
Securities Act of 1933, as amended (the "Securities Act"):

         (1)      the offer of the Notes was not made to a person in the United
                  States;

         (2)      (A) at the time the buy order was originated, the transferee
                  was outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the transferee
                  was outside the United States, or

                  (B) the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither the Transferor nor any person acting on our behalf
                  knows that the transaction was pre-arranged with a buyer in
                  the United States;

         (3)      no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or 904(b) of Regulation S, as
                  applicable; and

                                       E-1

<PAGE>

         (4)      the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act;

or (ii) that, with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Notes are being transferred in a transaction permitted by
Rule 144 under the Securities Act and such holder delivers the certification set
forth in Appendix G and, if requested by the Company and/or Note Registrar, an
opinion of counsel and such other certification or evidence of its compliance
with Rule 144 under the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers for the Notes.

                           [Insert Name of Transferor]

                                              By: ______________________________
                                                  Name:
                                                  Title:

Dated:_________________________

cc:   Synovus Financial Corp.

                                       E-2

<PAGE>

                                                                      APPENDIX F

                        [FORM OF CERTIFICATE FOR EXCHANGE
             OR TRANSFER FROM REGULATION S TEMPORARY GLOBAL NOTE OR
          REGULATION S PERMANENT GLOBAL NOTE TO RULE 144A GLOBAL NOTE]
                       (exchanges or transfers pursuant to
                      Section 2.07(b)(iv) of the Indenture)

[The Bank of New York Trust Company
  of Florida, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention:        Corporate Trust Division]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

         Reference is hereby made to the Indenture dated as of February 18, 2003
(the "Indenture") between Synovus Financial Corp. (the "Company") and [The Bank
of New York Trust Company of Florida, N.A.] (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

         This letter relates to U.S.$____________ principal amount of Notes
which are held as a beneficial interest in the [Regulation S Temporary Global
Note (CUSIP No. U80803AA4)] [Regulation S Permanent Global Note (CUSIP No.
U80803AA4)] with [Euroclear] [Clearstream Luxembourg] (ISIN Code USU80803AA44)
(Common Code 016336629) through the Depository Trust Company, a New York
corporation ("DTC"), in the name of [Insert name of Euroclear/Clearstream
Luxembourg agent member] (the "Transferor"). The Transferor has requested an
exchange or transfer of such beneficial interest in the Notes for an interest in
the Rule 144A Global Note (CUSIP No. 87161CAD7).

         In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act to a transferee that the
Transferor reasonably believes is purchasing the Notes for its own account or an
account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.

                                       F-1

<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers for the Notes.

                                    [Insert Name of Transferor]

                                    By: _______________________________________
                                        Name:
                                        Title:

Dated:_______________________

cc:   Synovus Financial Corp.

                                       F-2

<PAGE>

                                                                      APPENDIX G

                        [FORM OF RULE 144 CERTIFICATION]

                                                               [Date]

[The Bank of New York Trust Company
  of Florida, N.A., as Trustee,
10161 Centurion Parkway
Jacksonville, FL 32256
Attention:        Corporate Trust Division]

                  Re:      Synovus Financial Corp.
                           4.875% Subordinated Notes due 2013 (the "Notes")

                  Ladies and Gentlemen:

                  Reference is hereby made to the Indenture, dated as of
February 18, 2003 (as amended and supplemented from time to time, the
"Indenture"), between the Company and [The Bank of New York Trust Company of
Florida, N.A.], as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

                  In connection with our proposed sale of $_________ aggregate
principal amount of the Notes [in the case of a transfer of an interest in a
144A Global Note:, which represent an interest in a Rule 144A Global Note
beneficially owned by] the undersigned ("Transferor"), we confirm that such sale
has been effected pursuant to and in accordance with Rule 144 under the
Securities Act.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                               Very truly yours,

                                               [Insert Name of Transferor]

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                      G-1