<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                                RADIAN GROUP INC.

                       5.625% NOTES DUE FEBRUARY 15, 2013

                                    INDENTURE

                          Dated as of February 14, 2003

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                     Trustee

<PAGE>

                             CROSS-REFERENCE TABLE*

Trust Indenture Act                                            Indenture Section
-------------------                                            -----------------
310(a)(1)...................................................          7.10
   (a)(2)...................................................          7.10
   (a)(5)...................................................          7.10
   (b)......................................................          7.10
   (b)(1)...................................................          7.10
   (c)......................................................          N.A.
311(a)......................................................          7.11
   (b)......................................................          7.11
312(a)......................................................          2.05
   (b)......................................................         10.03
   (c)......................................................         10.03
313(a)......................................................          7.06
                                                                      7.07
   (b)(2)...................................................          7.06
   (c)......................................................          7.06
                                                                     10.02
   (d)......................................................          7.06
314(a)......................................................          4.03
                                                                     10.05
   (a)(4)...................................................         10.05
   (c)(1)...................................................         10.04
   (c)(2)...................................................         10.04
   (e)......................................................         10.05
316(a)(last sentence).......................................          2.09
   (a)(1)(A)................................................          6.05
   (a)(1)(B)................................................          6.04
317(a)(1)...................................................          6.08

* This Cross-Reference Table is not part of this Indenture.

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                                TABLE OF CONTENTS

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<S>             <C>                                                                         <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   Definitions..................................................................1
Section 1.02.   Other Definitions............................................................8
Section 1.03.   Incorporation by Reference of Trust Indenture Act............................9
Section 1.04.   Rules of Construction........................................................9

                                    ARTICLE 2
                                    THE NOTES

Section 2.01.   Form and Dating.............................................................10
Section 2.02.   Execution and Authentication................................................10
Section 2.03.   Registrar and Paying Agent..................................................11
Section 2.04.   Paying Agent to Hold Money in Trust.........................................11
Section 2.05.   Holder Lists................................................................12
Section 2.06.   Transfer and Exchange.......................................................12
Section 2.07.   Replacement Notes...........................................................25
Section 2.08.   Outstanding Notes...........................................................25
Section 2.09.   Treasury Notes..............................................................26
Section 2.10.   Temporary Notes.............................................................26
Section 2.11.   Cancellation................................................................26
Section 2.12.   Defaulted Interest..........................................................26
Section 2.13.   CUSIP Numbers...............................................................26

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01.   Notices to Trustee..........................................................27
Section 3.02.   Selection of Notes to Be Redeemed...........................................27
Section 3.03.   Notice of Redemption........................................................27
Section 3.04.   Effect of Notice of Redemption..............................................28
Section 3.05.   Deposit of Redemption Price.................................................28
Section 3.06.   Notes Redeemed in Part......................................................28
Section 3.07.   Optional Redemption.........................................................29

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.   Payment of Notes............................................................29
Section 4.02.   Maintenance of Office or Agency.............................................29
Section 4.03.   Compliance Certificate......................................................30
Section 4.04.   Limitation on Liens of Stock of Designated Subsidiaries.....................30
Section 4.05.   Limitation on Sales of Capital Stock of Designated Subsidiaries.............30
Section 4.06.   Existence...................................................................30
</TABLE>

                                        i

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<TABLE>
<S>             <C>                                                                         <C>
                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01.   Merger, Consolidation, or Sale of Assets....................................31
Section 5.02.   Successor Corporation Substituted...........................................31

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.   Events of Default...........................................................32
Section 6.02.   Acceleration................................................................33
Section 6.03.   Other Remedies..............................................................33
Section 6.04.   Waiver of Past Defaults.....................................................34
Section 6.05.   Control by Majority.........................................................34
Section 6.06.   Limitation on Suits.........................................................34
Section 6.07.   Rights of Holders of Notes to Receive Payment...............................35
Section 6.08.   Collection Suit by Trustee..................................................35
Section 6.09.   Trustee May File Proofs of Claim............................................35
Section 6.10.   Priorities..................................................................36
Section 6.11.   Undertaking for Costs.......................................................36

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.   Duties of Trustee...........................................................36
Section 7.02.   Rights of Trustee...........................................................37
Section 7.03.   Individual Rights of Trustee................................................38
Section 7.04.   Trustee's Disclaimer........................................................38
Section 7.05.   Notice of Defaults..........................................................38
Section 7.06.   Reports by Trustee to the Holders of the Notes..............................39
Section 7.07.   Compensation and Indemnity..................................................39
Section 7.08.   Replacement of Trustee......................................................40
Section 7.09.   Successor Trustee by Merger, Etc............................................41
Section 7.10.   Eligibility; Disqualification...............................................41
Section 7.11.   Preferential Collection of Claims Against Company...........................41

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance....................41
Section 8.02.   Legal Defeasance and Discharge..............................................41
Section 8.03.   Covenant Defeasance.........................................................42
Section 8.04.   Conditions to Legal Defeasance or Covenant Defeasance.......................42
Section 8.05.   Deposited Money and Government Securities to Be Held in Trust;
                   Other Miscellaneous Provisions...........................................43
Section 8.06.   Repayment to Company........................................................44
Section 8.07.   Reinstatement...............................................................44
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                                       ii

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<TABLE>
<S>             <C>                                                                         <C>
                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.   Without Consent of Holders of Notes.........................................45
Section 9.02.   With Consent of Holders of Notes............................................45
Section 9.03.   Compliance with Trust Indenture Act.........................................47
Section 9.04.   Revocation and Effect of Consents...........................................47
Section 9.05.   Notation on or Exchange of Notes............................................47
Section 9.06.   Trustee to Sign Amendments, Etc.............................................47
Section 9.07.   Payments for Consent........................................................47

                                   ARTICLE 10
                                  MISCELLANEOUS

Section 10.01.  Trust Indenture Act Controls................................................48
Section 10.02.  Notices.....................................................................48
Section 10.03.  Communication by Holders of Notes with Other Holders of Notes...............49
Section 10.04.  Certificate and Opinion as to Conditions Precedent..........................49
Section 10.05.  Statements Required in Certificate or Opinion...............................50
Section 10.06.  Rules by Trustee and Agents.................................................50
Section 10.07.  No Personal Liability of Directors, Officers, Employees and Shareholders....50
Section 10.08.  Governing Law...............................................................50
Section 10.09.  No Adverse Interpretation of Other Agreements...............................50
Section 10.10.  Successors..................................................................51
Section 10.11.  Severability................................................................51
Section 10.12.  Counterpart Originals.......................................................51
Section 10.13.  Table of Contents, Headings, Etc............................................51
</TABLE>

                                       iii

<PAGE>

                                    EXHIBITS

Exhibit A-1  FORM OF RULE 144A NOTE
Exhibit A-2  FORM OF REGULATION S NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE

                                       iv

<PAGE>

          INDENTURE dated as of February 14, 2003, between Radian Group Inc., a
Delaware corporation (the "Company"), and Wachovia Bank, National Association,
as trustee (the "Trustee").

          The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 5.625% Senior
Notes of the Company due February 15, 2013 (the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.01. Definitions.

          "144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.

          "Additional Interest" means the additional interest (if any) payable
by the Company in the event of a Registration Default under, and as defined in
Section 5 of, the Registration Rights Agreement.

          "Additional Notes" means an unlimited aggregate principal amount of
Notes (other than the Initial Notes) issued under this Indenture in accordance
with Section 2.02 hereof.

          "Adjusted Treasury Rate" means, with respect to any redemption date,
(a) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month); or (b) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

     The Adjusted Treasury Rate shall be calculated on the second Business Day
preceding the redemption date.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any specified Person,

<PAGE>

means the power to direct the management or policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, the terms "controlling," "controlled
by" and "under common control with" shall have correlative meanings.

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

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

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

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

          "Board of Directors" means (i) with respect to a corporation, the
board of directors of the corporation; (ii) with respect to a partnership, the
Board of Directors of the general partner of the partnership; (iii) with respect
to any other Person, the board or committee of such Person serving a similar
function; and (iv) any duly authorized committee of the Board of Directors.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

          "Capital Stock" of any Person means any and all shares, interests,
participations, rights to purchase warrants, options or other equivalents or
interests in (however designated) equity of such Person, including preferred
stock, but excluding any debt securities convertible into such equity.

          "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with institutional lenders having capital and surplus in excess of $500.0
million, a Thomson Bank Watch Rating of "B" or better and chartered or organized
in the United States, (iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (ii) and
(iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above,

                                        2

<PAGE>

(v) commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Rating Services and in each case maturing
within six months after the date of acquisition, and (vi) money market funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (i) through (v) of this definition.

          "Clearstream" means Clearstream Banking, societe anonyme (or any
successor securities clearing agency).

          "Company" means the person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor Person.

          "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes ("Remaining Life").

          "Comparable Treasury Price" means (i) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

          "Consolidated Stockholders' Equity", at any time, means the total
stockholders' equity of the Company and/or Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recently
completed fiscal quarter of the Company for which financial information is then
publicly available.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

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

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A-1 hereto, except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

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

                                        3

<PAGE>

          "Designated Subsidiary" means any present or future consolidated
Subsidiary, the Consolidated Stockholders' Equity of which constitutes at least
15% of the Company's Consolidated Stockholders' Equity.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system (or any successor securities
clearing agency).

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

          "Exchange Notes" means the Notes issued in the Exchange Offer in
accordance with Section 2.06(f) hereof.

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

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

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date hereof.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, issued in accordance
with certain sections of this Indenture.

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

          "Government Securities" means (a) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation 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 (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any Government Securities which is specified in clause
(a) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on
any Government Securities which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Government Securities or the
specific payment of principal or interest evidenced by such depositary receipt.

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

                                        4

<PAGE>

          "Indebtedness" means, with respect to any Person: (i) the principal
of, and any premium and interest on, indebtedness of any such Person for money
borrowed and indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which that such Person is responsible or liable;
(ii) all capitalized lease obligations of such Person; (iii) all obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business and deferred purchase price due and payable within 90 days); (iv)
all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, other than
obligations with respect to letters of credit securing obligations entered into
in the ordinary course of business; (v) all obligations of the type referred to
above of other Persons and all dividends of other Persons for which that person
is responsible or liable as obligor, guarantor or otherwise; (vi) all
obligations of the type referred to above of other Persons secured by any Lien
on any property or asset of that Person; and (vii) any amendments,
modifications, refundings, renewals or extensions of any indebtedness or
obligation described above.

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

          "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

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

          "Initial Notes" means $250 million in aggregate principal amount of
Notes originally issued under this Indenture on the date hereof.

          "Issue Date" means the date on which the initial $250 million in
aggregate principal amount of the Notes were originally issued under this
Indenture.

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

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "Lien" means, with respect to any asset, any lien, pledge or other
encumbrance.

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

          "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes, if any are issued, shall
be treated as a single class for all purposes under this Indenture.

                                        5

<PAGE>

          "Offering" means the offering of the Notes by the Company.

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

          "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer, or the
principal accounting officer of the Company, that meets the requirements of
Section 10.05 hereof.

          "Opinion of Counsel" means an opinion from legal counsel that meets
the requirements of Section 10.05 hereof. The counsel may be an employee of or
counsel to the Company.

          "Participant" means a Person who has an account with the Depositary,
Euroclear or Clearstream.

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

          "Primary Treasury Dealer" has the meaning set forth in the definition
of "Reference Treasury Dealer".

          "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued hereunder except where otherwise
permitted by the provisions of this Indenture.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Reference Treasury Dealer" means each of Banc of America Securities
LLC, Lehman Brothers Inc. and such other nationally recognized investment
banking firms that are primary U.S. Government securities dealers specified from
time to time by the Company and its respective successors; provided that, if any
of the foregoing ceases to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company will substitute another
Primary Treasury Dealer; and any other Primary Treasury Dealer selected by the
Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 3:30
p.m., New York City time, on the third Business Day preceding such redemption
date.

                                        6

<PAGE>

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 14, 2003, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

          "Regulation S Global Note" means a global Note bearing the Regulation
S Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes resold in
reliance on Rule 904.

          "Remaining Life" has the meaning set forth in the definition of
"Comparable Treasury Issue".

          "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

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

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

          "SEC" means the Securities and Exchange Commission.

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

          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

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

                                        7

<PAGE>

               (i) any corporation of which at least a majority of the
          outstanding stock having ordinary voting power (without regard to the
          occurrence of any contingency) to elect a majority of the directors of
          such corporation, is at the time, directly or indirectly, owned or
          controlled by the Company or by one or more of its Subsidiaries (or
          any combination thereof);

               (ii) any partnership (a) of which the Company or one of its
          Subsidiaries is the sole general partner or the managing general
          partner or (b) the only general partners of which are the Company or
          one or more of its Subsidiaries (or any combination thereof); or

               (iii) any other business entity of which more that 50% of the
          total voting power of equity interests entitled (without regard to the
          occurrence of any contingency) to vote in the election of directors,
          managers or trustees thereof is at the time owned or controlled,
          directly or indirectly, by the Company or one or more of its
          Subsidiaries (or any combination thereof).

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

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

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A-1 attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

          Section 1.02. Other Definitions.

                                                                 Defined in
Term                                                              Section
----                                                             ----------
"Authentication Order"........................................      2.02
"Covenant Defeasance".........................................      8.03
"DTC".........................................................      2.03
"Event of Default"............................................      6.01
"Legal Defeasance"............................................      8.02

                                        8

<PAGE>

                                                                 Defined in
Term                                                              Section
----                                                             ----------
"Paying Agent"................................................      2.03
"Registrar"...................................................      2.03
"successor Person.............................................      5.01

          Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

          (i)  "indenture securities" means the Notes;

          (ii) "indenture security Holder" means a Holder of a Note;

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

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

          (v)  "obligor" on the Notes means the Company and any successor
               obligor upon the Notes.

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

          Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

          (iii) "or" is not exclusive;

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

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

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

                                        9

<PAGE>

                                    ARTICLE 2

                                    THE NOTES

          Section 2.01. Form and Dating. (a) General. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibits A-1 and A-2 hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

          The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and 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. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

          (b) Global Notes. 144A Global Notes issued in global form shall be
     substantially in the form of Exhibit A-1 attached hereto (including the
     Global Note Legend thereon and the "Schedule of Exchanges of Interests in
     the Global Note" attached thereto). Regulation S Global Notes issued in
     global form shall be substantially in the form of Exhibit A-2 attached
     hereto (including the Global Note Legend thereon and the "Schedule of
     Exchanges of Interests in the Global Note" attached thereto). Global Notes
     issued in definitive form shall be substantially in the form of Exhibit A-1
     attached hereto (but without the Global Note Legend thereon and without the
     "Schedule of Exchanges of Interests in the Global Note" attached thereto).
     Each Global Note shall represent such of the outstanding Notes as shall be
     specified therein and each shall provide that it shall represent the
     aggregate principal amount of outstanding Notes from time to time endorsed
     thereon and that the aggregate principal amount of outstanding Notes
     represented thereby may from time to time be reduced or increased, as
     appropriate, to reflect exchanges and redemptions. Any endorsement of a
     Global Note to reflect the amount of any increase or decrease in the
     aggregate principal amount of outstanding Notes represented thereby shall
     be made by the Trustee, in accordance with instructions given by the Holder
     thereof as required by Section 2.06 hereof.

          (c) Euroclear and Clearstream Procedures Applicable. The provisions of
     the "Operating Procedures of the Euroclear System" and "Terms and
     Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
     shall be applicable to transfers of beneficial interests in the Regulation
     S Global Notes that are held by Participants through Euroclear or
     Clearstream.

          Section 2.02. Execution and Authentication. One Officer shall sign the
Notes for the Company by manual or facsimile signature.

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

                                       10

<PAGE>

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

          The Trustee shall, upon a written order of the Company signed by one
Officer (an "Authentication Order"), authenticate an unlimited aggregate
principal amount of Notes for original issue, of which $250 million will be
issued as Initial Notes on the date hereof. The aggregate principal amount of
Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof.

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

          Section 2.03. Registrar and Paying Agent. The Company shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange ("Registrar") and an office or agency where Notes may be presented
for payment ("Paying Agent"). The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall promptly notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

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

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

          Section 2.04. Paying Agent to Hold Money in Trust. (a) The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Notes, and shall notify the
Trustee of any Default by the Company in making any such payment. While any such
Default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                                       11

<PAGE>

          (b) Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Note and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company at its request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

          Section 2.05. Holder Lists. (a) The Registrar shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
(S) 312(a). If the Trustee is not the Registrar, the Company shall furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA (S) 312(a).

          (b) Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the TIA.

          Section 2.06. Transfer and Exchange. (a) Transfer and Exchange of
Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes shall be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from the Depositary that
it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee or (iii) there shall have occurred and be continuing a Default or
Event of Default with respect to the Notes. An interest in a Global Note may not
be exchanged for a Definitive Note except as provided in the preceding sentence.
Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not

                                       12

<PAGE>

be exchanged for another Note other than as provided in this Section 2.06(a);
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend. Beneficial
     interests in any Unrestricted Global Note may be transferred to Persons who
     take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note. No written orders or instructions shall be
     required to be delivered to the Registrar to effect the transfers described
     in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either: (A)(1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in the
     Global Note in an amount equal to the beneficial interest to be transferred
     or exchanged and (2) instructions given in accordance with the Applicable
     Procedures containing information regarding the Participant account to be
     credited with such increase, or (B) subject to Section 2.06(a), (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to cause to be issued a Definitive Note in an amount equal to
     the beneficial interest to be transferred or exchanged and (2) instructions
     given by the Depositary to the Registrar containing information regarding
     the Person in whose name such Definitive Note shall be registered to effect
     the transfer or exchange referred to in (1) above. Upon consummation of an
     Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
     the requirements of clause (A) of the first sentence of this Section
     2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
     Registrar of the instructions contained in the Letter of Transmittal
     delivered by the Holder of such beneficial interests in the Restricted
     Global Notes. Upon satisfaction of all of the requirements for transfer or
     exchange of beneficial interests in Global Notes contained in this
     Indenture and the Notes or otherwise applicable under the Securities Act,
     the Trustee shall adjust the principal amount of the relevant Global
     Note(s) pursuant to Section 2.06(h) hereof.

                                       13

<PAGE>

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

               (A) if the transferee shall take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee shall take delivery in the form of a
          beneficial interest in the Regulation S Global Note, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          Broker-Dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an

                                       14

<PAGE>

               Unrestricted Global Note, a certificate from such holder in the
               form of Exhibit B hereto, including the certifications in item
               (3) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. As provided in Section 2.06(a), interests in Global Notes may
be exchanged for, or transferred in the form of, Definitive Notes only in
limited circumstances. If, in such limited circumstances, any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the following
documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance

                                       15

<PAGE>

          with Rule 144, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (F) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 2.06(c) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     deliver such Definitive Notes to the Persons in whose names such Notes are
     so registered. Any Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. As provided in Section 2.06(a), interests in Global Notes may
be exchanged for, or transferred in the form of, Definitive Notes only in
limited circumstances. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note
or may transfer such beneficial interest to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          Broker-Dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                                       16

<PAGE>

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iii) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. As provided in Section 2.06(a), interests in
Global Notes may be exchanged for, or transferred in the form of, Definitive
Notes only in limited circumstances. If, in such limited circumstances, any
holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the
Private Placement Legend.

                                       17

<PAGE>

          (d) Transfer and Exchange of Definitive Notes for Beneficial
     Interests.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (1)
          thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof; or

               (E) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof.

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the 144A Global Note, and in the case of clause (C) above, the
     Regulation S Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a Broker-Dealer, (2) a Person

                                       18

<PAGE>

          participating in the distribution of the Exchange Notes or (3) a
          Person who is an affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                    (2) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee shall cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

                                       19

<PAGE>

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

          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer shall be made pursuant to Rule 144A, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (1) thereof;

               (B) if the transfer shall be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer shall be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a Broker-Dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                                       20

<PAGE>

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Notes
          proposes to exchange such Notes for an Unrestricted Definitive Note, a
          certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (1)(d) thereof; or

                    (2) if the Holder of such Restricted Definitive Notes
          proposes to transfer such Notes to a Person who shall take delivery
          thereof in the form of an Unrestricted Definitive Note, a certificate
          from such Holder in the form of Exhibit B hereto, including the
          certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests, an Opinion of Counsel in form reasonably acceptable to the
     Company to the effect that such exchange or transfer is in compliance with
     the Securities Act and that the restrictions on transfer contained herein
     and in the Private Placement Legend are no longer required in order to
     maintain compliance with the Securities Act.

          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
     accordance with the Registration Rights Agreement, the Company shall issue
     and, upon receipt of an Authentication Order in accordance with Section
     2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
     Notes in an aggregate principal amount equal to the principal amount of the
     beneficial interests in the Restricted Global Notes tendered for acceptance
     by Persons that certify in the applicable Letters of Transmittal that (x)
     they are not Broker-Dealers, (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 and (ii) Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes 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 Restricted Global Notes to be reduced accordingly, and the
     Company shall execute and the Trustee shall authenticate and deliver to the
     Persons designated by the Holders of Definitive Notes so accepted
     Definitive Notes in the appropriate principal amount.

          (g) Legends. The following legends shall appear on the face of all
     Global Notes and Definitive Notes issued under this Indenture unless
     specifically stated otherwise in the applicable provisions of this
     Indenture.

               (i) Private Placement Legend.

                                       21

<PAGE>

               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

          "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
          ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
          THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND
          THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
          TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
          EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
          IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
          FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
          RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
          AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITY MAY BE RESOLD,
          PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHOM THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
          ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
          THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OUTSIDE THE
          UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
          ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
          ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR IN ACCORDANCE
          WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
          REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
          APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
          OTHER APPLICABLE JURISDICTION AND THE HOLDER WILL, AND EACH SUBSEQUENT
          HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
          HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE. NO REPRESENTATION
          CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE
          144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
          (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and
          all Notes issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

                                       22

<PAGE>

          (ii) Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

                    "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
          THE INDENTURE GOVERNING THE NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."

          (iii) Regulation S Global Note Legend. The Regulation S Global Note
     shall bear a legend in substantially the following form:

          "PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS
          DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE
          "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED,
          SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS
          DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
          U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON
          REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS
          DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE
          REFERRED TO HEREIN.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE
          BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING
          TO ALL THE SECURITIES."

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

                                       23

<PAGE>

     delivery thereof in the form of a beneficial interest in another Global
     Note, such other Global Note shall be increased accordingly and an
     endorsement shall be made on such Global Note by the Trustee or by the
     Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

               (i) To permit registrations of transfers and exchanges, the
          Company shall execute and the Trustee shall authenticate Global Notes
          and Definitive Notes upon the Company's order or at the Registrar's
          request.

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

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

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

               (v) The Company shall not be required (A) to issue, to register
          the transfer of or to exchange any Notes during a period beginning at
          the opening of business 15 days before the day of any selection of
          Notes for redemption under Section 3.02 hereof and ending at the close
          of business on the day of selection, (B) to register the transfer of
          or to exchange any Note so selected for redemption in whole or in
          part, except the unredeemed portion of any Note being redeemed in part
          or (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding Interest Payment Date.

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

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

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<PAGE>

               (viii) All certifications, certificates and Opinions of Counsel
          required to be submitted to the Registrar pursuant to this Section
          2.06 to effect a registration of transfer or exchange may be submitted
          by facsimile with the original to follow by first class mail.

          Section 2.07. Replacement Notes. If any mutilated Note is surrendered
to the Trustee or the Company and the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, the Company shall
issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

          Every replacement Note issued pursuant to this Section 2.07 is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

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

          In addition to the Notes referred to in the preceding paragraph, the
following Notes shall not be deemed "outstanding": (a) Notes for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Notes; provided that, if such Notes are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; (b)
Notes as to which defeasance has been effected pursuant to Section 8.02 hereof;
and (c) Notes which have been paid in full in accordance with their terms.

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

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

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on

                                       25

<PAGE>

that date, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

          Section 2.09. Treasury Notes. In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

          Section 2.10. Temporary Notes. Until certificates representing Notes
are ready for delivery, the Company may prepare and the Trustee, upon receipt of
an Authentication Order, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of certificated Notes but may have variations
that the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Notes in exchange
for temporary Notes.

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

          Section 2.11. Cancellation. The Company at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of such canceled Notes in its customary manner. Subject to Section
2.07, the Company may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation.

          Section 2.12. Defaulted Interest. If the Company defaults in a payment
of interest on the Notes, it shall pay the defaulted interest in any lawful
manner to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company 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. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

          Section 2.13. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption and that reliance may be placed only on the

                                       26

<PAGE>

other identification numbers printed on the Notes, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                    ARTICLE 3

                                   REDEMPTION

          Section 3.01. Notices to Trustee. If the Company elects to redeem
Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it
shall furnish to the Trustee, at least 30 days but not more than 60 days before
a redemption date (unless a shorter notice period shall be satisfactory to the
Trustee in its reasonable discretion), an Officers' Certificate setting forth
(i) the clause of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

          Section 3.02. Selection of Notes to Be Redeemed. If less than all of
the Notes are to be redeemed at any time, selection of Notes for redemption
shall be made by the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed,
or, if the Notes are not so listed or there are not any such requirements, by
lot. In the event of partial redemption by lot, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee (unless a
shorter time period shall be satisfactory to the Trustee) from the outstanding
Notes not previously called for redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

          Section 3.03. Notice of Redemption. At least 30 days but not more than
60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

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

          (a)  the redemption date;

          (b)  the redemption price;

          (c) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

                                       27

<PAGE>

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

          (e) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price and become due on the date fixed for
     redemption;

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

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

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

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice, if mailed in
the manner provided herein shall be presumed to have been given, whether or not
the Holder receives such notice.

          Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed in accordance with Section 3.04 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

          Section 3.05. Deposit of Redemption Price. One Business Day prior to
the redemption date, the Company shall deposit with the Trustee or with the
Paying Agent (or, if Company is acting as its own Paying Agent, segregate and
hold in trust for the benefit of the applicable Holders) money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

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

          Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Company shall issue and, upon the Company's written
request, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

                                       28

<PAGE>

          Section 3.07. Optional Redemption. (a) Subject to clause (b), the
Company may redeem all or a part of the Notes from time to time, upon not less
than 30 nor more than 60 days' notice, at a redemption price equal to the
greater of (1) 100% of the aggregate principal amount of the Notes being
redeemed or (2) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed (not including
any portion of such payments of interest accrued to the redemption date)
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis
points, as calculated by an Independent Investment Banker, plus, in each case,
accrued and unpaid interest on the Notes to be redeemed to the redemption date.

          (b) Any redemption pursuant to this Section 3.07 shall be made
     pursuant to the provisions of Section 3.01 through 3.06 hereof.

          (c) The Notes do not have the benefit of any sinking fund obligation.

                                    ARTICLE 4

                                    COVENANTS

          Section 4.01. Payment of Notes. The Company shall pay or cause to be
paid the principal of, premium, if any, and interest on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if a
Person other than the Company or a Subsidiary thereof, holds as of 12:00 p.m.
(noon) Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due, and if the Company is the
Paying Agent, it will on or before each due date of principal, premium, if any,
or interest, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons. The Company shall
pay Additional Interest, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

          Section 4.02. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, or in Philadelphia,
Pennsylvania, or in Charlotte, North Carolina, an office or agency (which may be
an office of the Trustee or an Affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for payment or for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or

                                       29

<PAGE>

rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in the Borough of Manhattan, the City of New York, or in
Philadelphia, Pennsylvania, or in Charlotte, North Carolina for such purposes.
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

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

          Section 4.03. Compliance Certificate. (a) The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate and stating whether or not to the best knowledge of the signors
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

          (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, as soon as practicable, upon any Officer becoming aware
of any Default or Event of Default or any event which after notice or lapse of
time would become a Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default.

          Section 4.04. Limitation on Liens of Stock of Designated Subsidiaries.
The Company will not, and will not permit any Designated Subsidiary to, create,
assume, incur or permit to exist any Indebtedness secured by any Lien on the
present or future Capital Stock of any Designated Subsidiary unless the Notes,
and at the election of the Company, any other Indebtedness of the Company that
is not subordinate to the Notes and with respect to which the governing
instruments require, or pursuant to which the Company or Designated Subsidiary
is otherwise obligated, to provide such security, are secured equally and
ratably with such Indebtedness for at least the time period such Indebtedness is
so secured.

          Section 4.05. Limitation on Sales of Capital Stock of Designated
Subsidiaries. The Company will not, and will not permit any Designated
Subsidiary to, sell, transfer or dispose of Capital Stock of a Designated
Subsidiary, except to the Company or a Subsidiary that agrees to hold the
transferred Capital Stock subject to the terms of this Section 4.05, unless (a)
the Company and/or applicable Subsidiary sells, transfers or disposes of the
entire Capital Stock of the Designated Subsidiary at the same time for cash or
property for at least fair market value of such Capital Stock (as determined by
the Board of Directors of the Company) or (b) the Company or a Subsidiary sells,
transfers or dispose of any Capital Stock of a Designated Subsidiary for at
least fair market value (as determined by the Board of Directors of the Company)
and, after giving effect thereto, the Company and/or its Subsidiaries would own
more than 80% of the issued and outstanding Voting Stock of such Designated
Subsidiary.

          Section 4.06. Existence. Subject to Article 5 hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect (i) its existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise, if the Board of Directors shall

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determine, that the preservation thereof is no longer desirable in the conduct
of the business of the Company, taken as a whole, and that the loss thereof is
not disadvantageous in any material respect to the Holders of the Notes.

                                    ARTICLE 5

                                   SUCCESSORS

          Section 5.01. Merger, Consolidation, or Sale of Assets. The Company
shall not consolidate with or merge into any other Person or sell, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any other Person to
consolidate with or merge into the Company, unless:

          (a) the Company is the surviving Person, or the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by sale, conveyance or transfer, or which leases, the properties
     and assets of the Company substantially as an entirety (the "successor
     Person") shall be a corporation, partnership, trust or limited liability
     company, organized and existing under the laws of the United States of
     America, any State thereof or the District of Columbia and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, the due and punctual payment
     of the principal of (and premium, if any) and interest (including
     Additional Interest) on all the Notes and the performance or observance of
     every covenant of this Indenture to be performed or observed by the
     Company;

          (b) 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;

          (c) if, as a result of any such consolidation or merger or such sale,
     conveyance, transfer or lease, properties or assets of the Company would
     become subject to any Lien which would not otherwise be permitted by this
     Indenture without making effective provision whereby the Notes and any
     other Indebtedness of the Company then entitled thereto shall be equally
     and ratably secured with any and all Indebtedness and obligations secured
     thereby, the Company or such successor Person, as the case may be, shall
     take such steps as shall be necessary effectively to secure all Notes
     equally and ratably with (or prior to) all Indebtedness secured by such
     Lien; and

          (d) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel each stating that such consolidation, merger,
     sale, conveyance, transfer or lease and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     comply with this Article and that all conditions precedent herein provided
     for relating to such transaction have been complied with.

          Section 5.02. Successor Corporation Substituted. Upon any
consolidation of the Company with or merger of the Company into any other
Person, or any conveyance, transfer or other disposition of the properties and
assets of the Company substantially as an entirety in

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<PAGE>

accordance with Section 5.01, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, the Notes,
and the Registration Rights Agreement with the same effect as if such successor
Person had been named as the Company herein, and thereafter the predecessor
Person shall be relieved of all obligations and covenants under this Indenture,
the Notes and the Registration Rights Agreement.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

          Section 6.01. Events of Default. Each of the following is an "Event of
Default":

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

          (b) default in the payment of the principal of (and premium, if any,
     on) the Notes when the same becomes due and payable; or

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

          (d) default (i) in any scheduled payment of principal of any
     Indebtedness of the Company or any Designated Subsidiary (other than the
     Notes and other than non-recourse Indebtedness), aggregating more than $20
     million in principal amount, when due and payable after giving effect to
     any applicable grace period or (ii) in the performance of any other term or
     provision of any Indebtedness of the Company or any Designated Subsidiary
     of the Company (other than the Notes and other than non-recourse
     Indebtedness) in excess of $20 million principal amount that results in
     such Indebtedness becoming or being declared due and payable prior to the
     date on which it would otherwise become due and payable, and such
     acceleration shall not have been rescinded or annulled, or such
     Indebtedness shall not have been discharged, within a period of 15 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the outstanding Notes, a written notice
     specifying such default or defaults and stating that such notice is a
     "Notice of Default" hereunder; or

          (e) any case or proceeding shall be commenced against the Company
     seeking to have an order for relief entered against it or to adjudicate it
     as bankrupt or insolvent or

                                       32

<PAGE>

     seeking reorganization, liquidation, dissolution, winding-up, arrangement,
     composition of its debts or other relief under any applicable bankruptcy,
     insolvency, reorganization or other similar law of any jurisdiction,
     domestic or foreign, now or hereafter existing, or a receiver, custodian,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or of any substantial part of its property shall be appointed;
     and such case or proceeding (A) results in the entry of an order for relief
     or similar order against the Company or (B) shall continue undismissed or
     unstayed and in effect for a period of 60 consecutive days; or

          (f) the commencement by the Company of a voluntary case or proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law of any jurisdiction, domestic or foreign, now or hereafter
     existing, or the consent by the Company to, or the application by the
     Company for, the entry of an order for relief in respect of the Company in
     an involuntary case or proceeding under any such law or the appointment of
     a receiver, liquidator, assignee, custodian, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of its creditors, or
     the admission by it in writing of its inability to pay its debts generally
     as they become due, or the taking of corporate action by the Company in
     furtherance of any such action.

          In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (d) of the preceding paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (d) of the preceding paragraph
have rescinded the declaration of acceleration in respect of such Indebtedness
within 30 days of the date of such declaration and if (i) the annulment of the
acceleration of Notes would not conflict with any judgment or decree of an court
of competent jurisdiction and (ii) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes have been cured or waived.

          Section 6.02. Acceleration. In the case of an Event of Default arising
from clause (e) or (f) of Section 6.01, with respect to the Company or a
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the principal, premium, if any,
accrued interest and Additional Interest, if any, of the Notes to be due and
payable by notice in writing to the Company and (if from the Holders) the
Trustee specifying the respective Event of Default and it is a "notice of
acceleration," and upon receipt of such notice the same shall become due and
payable, unless all Events of Default specified in the notice of acceleration
shall have been cured within five Business Days after such notice of
acceleration.

          Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                                       33

<PAGE>

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

          Section 6.04. Waiver of Past Defaults. Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional Interest, if any, or interest on, the Notes (including in
connection with a redemption) (provided, however, that the Holders of a majority
in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders has
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
Section 6.04 shall be in lieu of (S) 316(a)(1)(B) of the TIA and such (S)
316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

          Section 6.05. Control by Majority. Subject to Section 2.09, holders of
a majority in principal amount of the then outstanding Notes may direct in
writing the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of Holders of Notes not taking part in such direction, and the
Trustee shall have the right to decline to follow any such direction, if the
Trustee, being advised by counsel, determines that such action so directed may
not be lawfully taken or if the Trustee, in good faith shall by a Responsible
Officer, determine that the proceedings so directed may involve the Trustee in
personal liability; provided that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against any loss or expense caused by taking such action
or following such direction. This Section 6.05 shall be in lieu of (S)
316(a)(1)(A) of the TIA, and such (S) 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

          Section 6.06. Limitation on Suits. A Holder of a Note may pursue a
remedy with respect to this Indenture or the Notes only if:

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

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<PAGE>

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

          (c) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee indemnity satisfactory to the Trustee against any
     loss, liability or expense;

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

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

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

          Section 6.07. Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal, premium and Additional Interest, if
any, and interest on the Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

          Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium, if any,
interest and Additional Interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          Section 6.09. Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other securities or property
payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                                       35

<PAGE>

          Section 6.10. Priorities. If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order:

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

          Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Additional Interest, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Additional Interest, if any, and
interest, respectively; and

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

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

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

                                    ARTICLE 7

                                     TRUSTEE

          Section 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

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

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

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<PAGE>

               and conforming to the requirements of this Indenture. However, in
               the case of certificates or opinions specifically required by any
               provision hereof to be furnished to it, the Trustee shall examine
               the certificates and opinions to determine whether or not they
               conform to the requirements of this Indenture (but need not
               confirm or investigate the accuracy of mathematical calculations
               or other facts purported to be stated therein).

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

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

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

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

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

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

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

          Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely
upon any document (whether in its original or facsimile form) believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may consult
     with counsel and may require (other than in connection with the Exchange
     Offer contemplated by Section 2.06(f) unless required by the TIA) an
     Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
     not be liable for any action it takes or omits to take in good faith in
     reliance on such Officers' Certificate or Opinion of Counsel. The Trustee
     may consult with counsel and the advice of such counsel or any Opinion of
     Counsel shall be full and complete authorization and protection from
     liability in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon.

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<PAGE>

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

          (d) Subject to Section 7.01(c) above, the Trustee shall not be liable
     for any action it takes or omits to take in good faith that it believes to
     be authorized or within the rights or powers conferred upon it by this
     Indenture.

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

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

          (g) The Trustee shall not be deemed to have knowledge of any Default
     or Event of Default except (i) any Event of Default occurring pursuant to
     Section 6.01(a) or 6.01(b) (so long as the Trustee is also the Paying
     Agent) or (ii) any Event of Default of which the Trustee shall have
     received written notification or otherwise obtained actual knowledge.

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

          Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties.

          Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

          Section 7.05. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to the Holders of the Notes a notice of the Default or Event of Default
within 90 days after it occurs, provided that in the case

                                       38

<PAGE>

of any default of the character specified in Section 6.01(c) hereof, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as the Trustee in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

          Section 7.06. Reports by Trustee to the Holders of the Notes. Within
60 days after each August 15 beginning with the August 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA (S) 313(a) (but if no event described in TIA (S) 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA (S) 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA (S) 313(c).

          A copy of each report at the time of its mailing to the Holders of the
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA (S) 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any
securities exchange or of any delisting thereof.

          Section 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services except any such disbursement, advance or expense
as may be attributable to its negligence, bad faith or willful misconduct. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel and any taxes or other expenses incurred by
a trust created pursuant to Section 8.04 hereof.

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

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<PAGE>

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and resignation or removal of
the Trustee.

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

          The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

          Section 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.

          The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

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

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

          (d) the Trustee becomes incapable of acting; or

          (e) the Trustee fails to comply with Section 7.03 at the written
     request therefor from the Company.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held

                                       40

<PAGE>

by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

          Section 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

          Section 7.10. Eligibility; Disqualification. There shall at all times
be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject
to supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S)(S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b); provided, however, that there shall be excluded from the operation
of TIA (S) 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in TIA (S)
310(b)(1) are met.

          Section 7.11. Preferential Collection of Claims Against Company. The
Trustee is subject to TIA (S) 311(a), excluding any creditor relationship listed
in TIA (S) 311(b). A Trustee who has resigned or been removed shall be subject
to TIA (S) 311(a) to the extent indicated therein.

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or Section 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

          Section 8.02. Legal Defeasance and Discharge. Upon the Company's
exercise under Section 8.02 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Notes (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, and to have satisfied all its obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or

                                       41

<PAGE>

discharged hereunder: (a) the rights of Holders of such Notes to receive solely
from the trust fund described in Section 8.04 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
interest and Additional Interest, if any, on such Notes when such payments are
due, (b) the Company's obligations with respect to such Notes under Article 2
(excluding Section 2.12) and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

          Section 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants set forth in
Sections 4.04, 4.05, 4.06 and 5.01 hereof with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c) and 6.01(d) hereof
shall not constitute Events of Default.

          Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in U.S. dollars,
     Government Securities, or a combination thereof, in such amounts as shall
     be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, premium and
     Additional Interest, if any, and interest on the outstanding Notes on the
     stated maturity or on the applicable redemption date, as the case may be,
     and the Company must specify whether the Notes are being defeased to
     maturity or to a particular redemption date;

          (b) in the case of an election under Section 8.02 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel reasonably
     acceptable to the Trustee

                                       42

<PAGE>

     confirming that (A) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (B) since the date
     of this Indenture, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such Opinion
     of Counsel shall confirm that, the Holders of the outstanding Notes shall
     not recognize income, gain or loss for federal income tax purposes as a
     result of such Legal Defeasance and shall be subject to federal income tax
     on the same amounts, in the same manner and at the same times as would have
     been the case if such Legal Defeasance had not occurred;

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

          (d) no Default or Event of Default shall have occurred and be
     continuing either (i) on the date of such deposit or (ii) insofar as an
     Event of Default set forth in Section 6.01(e) or Section 6.01(f) shall have
     occurred and be continuing, at any time in the period ending on the 91st
     day after the date of deposit (other than a Default or Event of Default
     resulting from the borrowing of funds to be applied to such deposit);

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

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

          (g) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent, including the conditions set forth in this Section 8.04,
     provided for or relating to the Legal Defeasance or the Covenant Defeasance
     have been complied with.

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

                                       43

<PAGE>

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

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any cash or Government Securities held by it as provided in
Section 8.05 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification or
attestation thereof delivered to the Trustee (which may be the opinion delivered
under Section 8.05(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

          Section 8.06. Repayment to Company. Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, interest, or Additional Interest,
if any, on any Note and remaining unclaimed for two years after such principal,
and premium, if any, interest, or Additional Interest, if any, has become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

          Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable
to apply any United States dollars or Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.05 hereof; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                       44

<PAGE>

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

          Section 9.01. Without Consent of Holders of Notes. Notwithstanding
Section 9.02 of this Indenture, without the consent of any Holder of Notes, the
Company and the Trustee may amend or supplement this Indenture or the Notes:

          (a) to cure any ambiguity, defect, error or inconsistency;

          (b) to provide for uncertificated Notes in addition to or in place of
     Definitive Notes;

          (c) to provide for the assumption of the Company's obligations to
     Holders of Notes in the case of a merger or consolidation or sale of all or
     substantially all of the assets of the Company;

          (d) to make any change that would provide any additional rights or
     benefits to the Holders or that does not adversely affect the legal rights
     under this Indenture of any such Holder;

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

          (f) to provide for the issuance of Additional Notes in accordance with
     the limitations set forth in this Indenture as of the date hereof; or

          (g) to allow any Subsidiary to guarantee the Notes.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and, if and to the extent requested by the Trustee, upon receipt by
the Trustee of the documents described in Section 7.02(b) hereof stating that
such amended or supplemental Indenture complies with this Section 9.01, the
Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

          Section 9.02. With Consent of Holders of Notes. Except as provided
below in this Section 9.02 and as provided in Section 9.01 above, the Company
and the Trustee may amend or supplement this Indenture and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) voting as a single

                                       45

<PAGE>

class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and, if and to the
extent requested by the Trustee, upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof stating that any such amended or
supplemental Indenture complies with this Section 9.02, the Trustee shall join
with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

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

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

          Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver (including a waiver of any past
     Default);

          (b) reduce the principal of or change the fixed maturity of any Note
     or reduce the redemption price of any Note;

          (c) reduce the rate of or change the time for payment of interest,
     including Additional Interest, on any Note;

          (d) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest or Additional Interest, if any, on the
     Notes (except a rescission of acceleration of the Notes (including
     Additional Notes, if any) by the Holders of at least a majority in
     aggregate principal amount of the Notes and a waiver of the payment default
     that resulted from such acceleration);

          (e) make any Note payable in money other than U.S. dollars;

                                       46

<PAGE>

          (f) change the place of payment where payments of principal, interest
     (including Additional Interest) or premium, if any, on or the redemption
     price for any Notes are payable, or impair the right of any Holder to
     institute suit for the enforcement of any such payment; or

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

          Section 9.03. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Notes shall be set forth in an amended or
supplemental Indenture that complies with the TIA as then in effect.

          Section 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is
a continuing consent by such Holder of a Note and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

          Section 9.05. Notation on or Exchange of Notes. The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

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

          Section 9.06. Trustee to Sign Amendments, Etc. The Trustee shall sign
any amended or supplemental Indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be provided with and
(subject to Section 7.01 hereof) shall be fully protected in relying upon an
Officers' Certificate and, if and to the extent the same is requested by the
Trustee, an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee's rights, duties or immunities under this
Indenture or otherwise. In signing any amendment, supplement or waiver, the
Trustee shall be entitled to receive an indemnity reasonably satisfactory to it.

          Section 9.07. Payments for Consent. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, pay or cause to be
paid any consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or

                                       47

<PAGE>

agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

                                   ARTICLE 10

                                  MISCELLANEOUS

          Section 10.01. Trust Indenture Act Controls. This Indenture is subject
to the provisions of the TIA that are required to be a part of this Indenture,
and shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture modifies any TIA provision that may be so modified,
such TIA provision shall be deemed to apply to this Indenture as so modified. If
any provision of this Indenture excludes any TIA provision that may be so
excluded, such TIA provision shall be excluded from this Indenture.

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

          Section 10.02. Notices. Any notice or communication required or
permitted hereunder to be given by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, addressed as follows:

          If to the Company:

          Radian Group Inc.
          1601 Market Street
          Philadelphia, PA 19103
          Facsimile: (215) 963-9658
          Attention: Terry L. Latimer

          With a copy to:

          Drinker Biddle & Reath LLP
          1 Logan Square, 18th & Cherry Streets
          Philadelphia, PA 19103
          Facsimile: (215) 988-2548
          Attention: F. Douglas Raymond, III

          If to the Trustee:

          Wachovia Bank, National Association
          123 South Broad Street
          Mail Code PA1249
          Philadelphia, PA 19109
          Facsimile: (215) 670-6340
          Attn: Corporate Trust Administration

                                       48

<PAGE>

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

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

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice so given shall be deemed to have been given, in the
case of notice by mail, when deposited in the mail, postage prepaid, in the
manner specified in the preceding sentence and, in the case of overnight air
courier, the Business Day following timely delivery to the courier. Any notice
or communication shall also be so mailed to any Person described in TIA (S)
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

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

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          Section 10.03. Communication by Holders of Notes with Other Holders of
Notes. Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

          Section 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture (other than in connection with the Exchange Offer
contemplated by Section 2.06(e) or under Section 2.02 hereof unless required by
the TIA), the Company shall, if requested by the Trustee or required by the TIA,
furnish to the Trustee:

          (a) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied;

          (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied; and

                                       49

<PAGE>

          (c) where applicable, a certificate or opinion by an independent
     certified public accountant satisfactory to the Trustee that complies with
     TIA (S) 314(c).

          Section 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S) 314(e) and shall
include:

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

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

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

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

          Section 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

          Section 10.07. No Personal Liability of Directors, Officers, Employees
and Shareholders. No director, officer, employee, incorporator or shareholder of
the Company shall have any liability for any obligations of the Company under
the Notes, the Exchange Notes, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

          Section 10.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          Section 10.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                                       50

<PAGE>

          Section 10.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.

          Section 10.11. Severability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

          Section 10.12. Counterpart Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

          Section 10.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [Signatures on following page]

                                       51

<PAGE>

                                   SIGNATURES

Dated as of February 14, 2003

                                         Very truly yours,

                                         RADIAN GROUP INC.


                                         By:  /s/ C. Robert Quint
                                             -----------------------------------
                                               Name:  C. Robert Quint
                                               Title: CFO


                                         WACHOVIA BANK, NATIONAL ASSOCIATION
                                            as Trustee


                                         By:  /s/ Alan Finn
                                             -----------------------------------
                                               Name:  Alan Finn
                                               Title: Vice President

                                       52

<PAGE>

                                                                     EXHIBIT A-1

                                 (Face of Note)

                                                               CUSIP [_________]

No. A-1                                                            **$[______]**

                                RADIAN GROUP INC.

                    5.625% Senior Notes Due February 15, 2013

Issue Date: February 14, 2003

     Radian Group Inc., a Delaware corporation, promises to pay to CEDE & Co.,
or registered assigns, the principal sum of [__________________] ($[_______]) on
February 15, 2013.

Interest Payment Dates: August 15 and February 15

Record Dates: August 1 and February 1

                                      A-1-1

<PAGE>

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

Dated: February 14, 2003

                                         RADIAN GROUP INC.


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

                                      A-1-2

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHORIZATION

This is one of the Global Notes referred to in the within-mentioned Indenture.

Date: February 14, 2003

                                         WACHOVIA BANK, NATIONAL ASSOCIATION

                                            as Trustee


                                         By:
                                             -----------------------------------
                                             (Authorized Signatory)

                                      A-1-3

<PAGE>

                                 (Back Of Note)

                    5.625% Senior Notes Due February 15, 2013

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THE NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE ISSUER THAT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OUTSIDE THE
UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY

                                      A-1-4

<PAGE>

ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
FORTH ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. Interest. Radian Group Inc., a Delaware corporation (the
"Company"), promises to pay interest on the outstanding principal amount of this
Note at 5.625% per annum from the date hereof until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company shall pay interest and
Additional Interest, if any, semi-annually on August 15 and February 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that the first Interest Payment Date
shall be August 15, 2003. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.

          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the August 1 or
February 1 immediately preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, City of
Philadelphia, Commonwealth of Pennsylvania and City of Charlotte, State of North
Carolina, or, at the option of the Company, payment of interest and Additional
Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Additional Interest, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3. Paying Agent and Registrar. Initially, Wachovia Bank, National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          4. Indenture. The Company issued the Notes under an Indenture dated as
of February 14, 2003 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code (S)(S) 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of

                                      A-1-5

<PAGE>

the Indenture, the provisions of the Indenture shall govern and be controlling.
This Note is an obligation of the Company limited to $250 million in aggregate
principal amount. The Indenture pursuant to which this Note is issued provides
that an unlimited amount of Additional Notes may be issued thereunder.

          5. Optional Redemption. The Company may redeem all or a part of the
Notes from time to time, upon not less than 30 nor more than 60 days' notice, at
a redemption price equal to the greater of (a) 100% of the aggregate principal
amount of the Notes being redeemed or (b) the sum of the present values of the
remaining scheduled payments of principal of and interest on the Notes to be
redeemed (not including any portion of such payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 30.0 basis points, as calculated by an Independent Investment
Banker, plus, in each case, accrued and unpaid interest on the Notes to be
redeemed to the redemption date.

          6. No Sinking Fund. The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

          7. Notice of Redemption. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

          8. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

          9. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or

                                      A-1-6

<PAGE>

supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation or sale of all or substantially all of the
assets of the Company, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act or to allow any Subsidiary to guarantee
the Notes, to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture, or to allow any Subsidiary to
guarantee the Notes.

          11. Defaults and Remedies. Events of Default include: (a) default in
the payment of any interest, or any Additional Interest, if any, upon the Notes
when the same become due and payable, and continuance of such default for a
period of 30 days; (b) default in the payment of the principal of (and premium,
if any, on) the Notes when due and payable; (c) default in the performance, or
breach, of any covenant or warranty of the Company in the Indenture (other than
a covenant or warranty a default in whose performance or whose breach is
elsewhere in the Indenture specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and Trustee by the Holders of at least 25% in principal amount of the
outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; (d) default (i) in the scheduled payment of any principal of
any Indebtedness of the Company or any Designated Subsidiary of the Company
(other than the Notes and other than non-recourse Indebtedness), aggregating
more than $20 million in principal amount, when due and payable after giving
effect to any applicable grace period or (ii) in the performance of any other
term or provision of any Indebtedness of the Company or any Designated
Subsidiary of the Company (other than the Notes other than the Notes and other
than non-recourse Indebtedness) in excess of $20 million principal amount that
results in such Indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable, and such
acceleration shall not have been rescinded or annulled, or such Indebtedness
shall not have been discharged, within a period of 15 days after there has been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the outstanding Notes, a written notice specifying such default or defaults and
stating that such notice is a "Notice of Default" hereunder; and (e) certain
events of bankruptcy and insolvency with respect to the Company. In the event of
a declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (d) of this paragraph, the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Indebtedness
described in clause (d) of this paragraph have rescinded the declaration of
acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (i) the annulment of the acceleration of Notes would not
conflict with any judgment or decree of a court of competent jurisdiction and
(ii) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes
have been cured or waived. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the principal, premium, if any, accrued
interest and Additional Interest, if any, of the Notes to be due and payable by

                                      A-1-7

<PAGE>

Notice in writing to the Company and (if from the Holders) the Trustee
specifying the respective Event of Default and that it is a "notice of
acceleration," and upon receipt of such notice the same shall become due and
payable, unless all Events of Default specified in the notice of acceleration
shall have been cured within the five Business Day period. Holders of the Notes
may rescind an acceleration in the manner set forth in the Indenture. In the
case of an Event of Default arising from certain events of bankruptcy or
insolvency as described in clause (e) above, all outstanding Notes will become
due and payable immediately without further action or notice. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Except as otherwise provided in the Indenture, Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional Interest, if any, or interest on, the Notes. The Company
is required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

          12. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          13. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.

          14. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          15. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of February 14, 2003, between the Company and each of the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of Additional Notes (collectively, the
"Registration Rights Agreement").

                                      A-1-8

<PAGE>

          17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

               Radian Group Inc.
               1601 Market Street
               Philadelphia, PA 19103

               Facsimile: (215) 963-9658
               Attention: Chief Financial Officer

                                      A-1-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)
--------------------------------------------------------------------------------

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
--------------------------------------------------------------------------------

Date:
      ------------


                                         Your Signature:
                                                        ----------------------
                                         (Sign exactly as your name appears on
                                         the face of this Note)


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

*    Participant is a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).

                                     A-1-10

<PAGE>

                                                                     EXHIBIT A-2

                                 (Face of Note)

                                                               CUSIP [_________]
                                                               ISIN [__________]

No. B-1                                                            **$[______]**

                                RADIAN GROUP INC.

                    5.625% Senior Notes Due February 15, 2013

Issue Date: February 14, 2003

     Radian Group Inc., a Delaware corporation, promises to pay to CEDE & Co.,
or registered assigns, the principal sum of [__________________] ($[_______]) on
February 15, 2013.

Interest Payment Dates: August 15 and February 15

Record Dates: August 1 and February 1

                                      A-2-1

<PAGE>

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

Dated: February 14, 2003

                                         RADIAN GROUP INC.


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

                                      A-2-2

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHORIZATION

This is one of the Global Notes referred to in the within-mentioned Indenture.

Date: February 14, 2003

                                         WACHOVIA BANK, NATIONAL ASSOCIATION

                                            as Trustee


                                         By:
                                             -----------------------------------
                                             (Authorized Signatory)

                                      A-2-3

<PAGE>

                                 (Back Of Note)

                    5.625% Senior Notes Due February 15, 2013

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THE NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE ISSUER THAT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OUTSIDE THE
UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF APPLICABLE) OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH ABOVE. NO REPRESENTATION CAN BE MADE AS TO

                                      A-2-4

<PAGE>

THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY.

PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"))
("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO
A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A AND THE INDENTURE REFERRED TO HEREIN.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. Interest. Radian Group Inc., a Delaware corporation (the
"Company"), promises to pay interest on the outstanding principal amount of this
Note at 5.625% per annum from the date hereof until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company shall pay interest and
Additional Interest, if any, semi-annually on August 15 and February 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be August 15, 2003.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

          2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the August 1 or
February 1 immediately preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, City of
Philadelphia, Commonwealth of Pennsylvania and City of Charlotte, State of North
Carolina, or, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds shall be required with respect to principal of
and interest, premium and Additional Interest, if any, on, all Global Notes and
all other Notes the Holders of which

                                      A-2-5

<PAGE>

shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

          3. Paying Agent and Registrar. Initially, Wachovia Bank, National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          4. Indenture. The Company issued the Notes under an Indenture dated as
of February 14, 2003 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code (S)(S) 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Note is an obligation of the Company limited to $250 million
in aggregate principal amount. The Indenture pursuant to which this Note is
issued provides that an unlimited amount of Additional Notes may be issued
thereunder.

          5. Optional Redemption. The Company may redeem all or a part of the
Notes from time to time, upon not less than 30 nor more than 60 days' notice, at
a redemption price equal to the greater of (a) 100% of the aggregate principal
amount of the Notes being redeemed or (b) the sum of the present values of the
remaining scheduled payments of principal of and interest on the Notes to be
redeemed (not including any portion of such payments of interest accrued to the
redemption date) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 30.0 basis points, as calculated by an Independent Investment
Banker, plus, in each case, accrued and unpaid interest on the Notes to be
redeemed to the redemption date.

          6. No Sinking Fund. The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

          7. Notice of Redemption. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

          8. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the

                                      A-2-6

<PAGE>

unredeemed portion of any Note being redeemed in part. Also, the Company need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

          9. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation or sale of all or substantially
all of the assets of the Company, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act or to allow any
Subsidiary to guarantee the Notes, to provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture, or to allow
any Subsidiary to guarantee the Notes.

          11. Defaults and Remedies. Events of Default include: (a) default in
the payment of any interest, or any Additional Interest, if any, upon the Notes
when the same become due and payable, and continuance of such default for a
period of 30 days; (b) default in the payment of the principal of (and premium,
if any, on) the Notes when due and payable; (c) default in the performance, or
breach, of any covenant or warranty of the Company in the Indenture (other than
a covenant or warranty a default in whose performance or whose breach is
elsewhere in the Indenture specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and Trustee by the Holders of at least 25% in principal amount of the
outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; (d) default (i) in the scheduled payment of any principal of
any Indebtedness of the Company or any Designated Subsidiary of the Company
(other than the Notes and other than non-recourse Indebtedness), aggregating
more than $20 million in principal amount, when due and payable after giving
effect to any applicable grace period or (ii) in the performance of any other
term or provision of any Indebtedness of the Company or any Designated
Subsidiary of the Company (other than the Notes other than the Notes and other
than non-recourse Indebtedness) in excess of $20 million principal amount that
results in such Indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable, and such
acceleration shall not have been rescinded or annulled, or such Indebtedness
shall not have been discharged, within a period of 15 days after there has been
given, by registered or certified mail, to the

                                      A-2-7

<PAGE>

Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the outstanding Notes, a written notice
specifying such default or defaults and stating that such notice is a "Notice of
Default" hereunder; and (e) events of bankruptcy and insolvency with respect to
the Company. In the event of a declaration of acceleration of the Notes because
an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (d) of this paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (d) of this paragraph have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of such declaration and if (i) the annulment of the
acceleration of Notes would not conflict with any judgment or decree of a court
of competent jurisdiction and (ii) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes have been cured or waived. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the principal,
premium, if any, accrued interest and Additional Interest, if any, of the Notes
to be due and payable by Notice in writing to the Company and (if from the
Holders) the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration," and upon receipt of such notice the same shall become
due and payable, unless all Events of Default specified in the notice of
acceleration shall have been cured within the five Business Day period. Holders
of the Notes may rescind an acceleration in the manner set forth in the
Indenture. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency as described in clause (e) above, all outstanding Notes
will become due and payable immediately without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Except as otherwise provided in the Indenture,
Holders of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium and Additional Interest, if any, or interest on, the
Notes. The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

          12. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          13. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

          14. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

                                      A-2-8

<PAGE>

          15. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          16. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of February 14, 2003, between the Company and each of the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of Additional Notes (collectively, the
"Registration Rights Agreement").

          17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

               Radian Group Inc.
               1601 Market Street
               Philadelphia, PA 19103

               Facsimile: (215) 963-9658
               Attention: Chief Financial Officer

                                      A-2-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)
--------------------------------------------------------------------------------

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
--------------------------------------------------------------------------------

Date:
      -------------


                                         Your Signature:
                                                        ----------------------
                                         (Sign exactly as your name appears on
                                         the face of this Note)


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

*    Participant is a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).

                                     A-2-10

<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

Radian Group Inc.
1601 Market Street
Philadelphia, PA 19103
Facsimile: (215) 963-9658

Attention: Robert Quint, Executive Vice President and Chief Financial Officer

Wachovia Bank, National Association
123 South Broad Street
Mail Code PA1249
Philadelphia, PA 19109
Facsimile: (215) 670-6337

Attn: Corporate Trust Administration

                 Re: 5.625% Senior Notes Due February 15, 2013

          Reference is hereby made to the Indenture, dated as of February 14,
2003 (the "Indenture"), between Radian Group Inc., as issuer (the "Company"),
and Wachovia Bank, National Association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

                        , (the "Transferor") owns and proposes to transfer the
          --------------
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $            in such Note[s] or interests (the "Transfer"),
                     -----------
to            (the "Transferee"), as further specified in Annex A hereto. In
   ----------
connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

1.        [ ] Check if Transferee will take delivery of a beneficial interest in
          the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The
          Transfer is being effected pursuant to and in accordance with Rule
          144A under the United States Securities Act of 1933, as amended (the
          "Securities Act"), and, accordingly, the Transferor hereby further
          certifies that the beneficial interest or Definitive Note is being
          transferred to a Person that the Transferor reasonably believed and
          believes is purchasing the beneficial interest or Definitive Note for
          its own account, or for one or more accounts with respect to which
          such Person exercises sole investment discretion, and such Person and
          each such account is a "qualified institutional buyer" within the
          meaning of Rule 144A in a transaction meeting the requirements of Rule
          144A and such Transfer is in compliance with

                                       B-1

<PAGE>

          any applicable blue sky securities laws of any state of the United
          States. Upon consummation of the proposed Transfer in accordance with
          the terms of the Indenture, the transferred beneficial interest or
          Definitive Note will be subject to the restrictions on transfer
          enumerated in the Private Placement Legend printed on the 144A Global
          Note and/or the Definitive Note and in the Indenture and the
          Securities Act.

2.        [ ] Check if Transferee will take delivery of a beneficial interest in
          the Regulation S Global Note or a Definitive Note pursuant to
          Regulation S. The Transfer is being effected pursuant to and in
          accordance with Rule 903 or Rule 904 under the Securities Act and,
          accordingly, the Transferor hereby further certifies that (i) the
          Transfer is not being made to a person in the United States and (x) at
          the time the buy order was originated, the Transferee was outside the
          United States or such Transferor and any Person acting on its behalf
          reasonably believed and believes that the Transferee was outside the
          United States or (y) the transaction was executed in, on or through
          the facilities of a designated offshore securities market and neither
          such Transferor nor any Person acting on its behalf knows that the
          transaction was prearranged with a buyer in the United States, (ii) no
          directed selling efforts have been made in contravention of the
          requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
          Securities Act, (iii) the transaction is not part of a plan or scheme
          to evade the registration requirements of the Securities Act and (iv)
          if the proposed transfer is being made prior to the expiration of the
          Restricted Period, the transfer is not being made to a U.S. Person or
          for the account or benefit of a U.S. Person (other than an Initial
          Purchaser). Upon consummation of the proposed transfer in accordance
          with the terms of the Indenture, the transferred beneficial interest
          or Definitive Note will be subject to the restrictions on Transfer
          enumerated in the Private Placement Legend printed on the Regulation S
          Global Note and/or the Definitive Note and in the Indenture and the
          Securities Act.

3.        [ ] Check and complete if Transferee will take delivery of a
          beneficial interest in a Definitive Note pursuant to any provision of
          the Securities Act other than Rule 144A or Regulation S. The Transfer
          is being effected in compliance with the transfer restrictions
          applicable to beneficial interests in Restricted Global Notes and
          Restricted Definitive Notes and pursuant to and in accordance with the
          Securities Act and any applicable blue sky securities laws of any
          state of the United States, and, accordingly, the Transferor hereby
          further certifies that (check one):

          [ ] (a) such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          [ ] (b) such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

                                       B-2

<PAGE>

          [ ] (c) such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act.

4.        [ ] Check and complete if Transferee will take delivery of a
          beneficial interest in an Unrestricted Global Note or of an
          Unrestricted Definitive Note.

          (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 144 under the
     Securities Act and in compliance with the transfer restrictions contained
     in the Indenture and any applicable blue sky securities laws of any state
     of the United States and (ii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or Definitive Note will no longer be
     subject to the restrictions on transfer enumerated in the Private Placement
     Legend printed on the Restricted Global Notes, on Restricted Definitive
     Notes and in the Indenture.

          (b) [ ] Check if Transfer is pursuant to Regulation S. (i) The
     Transfer is being effected pursuant to and in accordance with Rule 903 or
     Rule 904 under the Securities Act and in compliance with the transfer
     restrictions contained in the Indenture and any applicable blue sky
     securities laws of any state of the United States and (ii) he restrictions
     on transfer contained in the Indenture and the Private Placement Legend are
     not required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will no
     longer be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes, on Restricted
     Definitive Notes and in the Indenture.

          (c) [ ] Check if Transfer is pursuant to Other Exemption. (i) The
     Transfer is being effected pursuant to and in compliance with an exemption
     from the registration requirements of the Securities Act other than Rule
     144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
     contained in the Indenture and any applicable blue sky securities laws of
     any state of the United States and (ii) the restrictions on transfer
     contained in the Indenture and the Private Placement Legend are not
     required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will not
     be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes or Restricted
     Definitive Notes and in the Indenture.

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

                                         [Insert Name of Transferor]

                                       B-3

<PAGE>


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
Dated:             ,
      ------------- ----

                                       B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

          1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

          (a)  a beneficial interest in the:

                    (i)  [ ] 144A Global Note (CUSIP       ), or
                                                    -------

                    (ii) [ ] Regulation S Global Note (CUSIP       ); or
                                                            -------

          (b)  [ ] a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                                  [CHECK ONE]

          (c)  a beneficial interest in the:

                    (i)  [ ] 144A Global Note (CUSIP      ), or
                                                    ------

                    (ii) [ ] Regulation S Global Note (CUSIP      ), or
                                                            ------

                    (iii) [ ] Unrestricted Global Note (CUSIP       ); or
                                                             -------

                    (iv) [ ] a Restricted Definitive Note; or

                    (v)  [ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.

                                       B-5

<PAGE>

                                                                       EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE

Radian Group Inc.
1601 Market Street
Philadelphia, PA 19103
Facsimile: (215) 963-9658

Attention: Robert Quint, Executive Vice President and Chief Financial Officer

Wachovia Bank, National Association
123 South Broad Street
Mail Code PA1249
Philadelphia, PA  19109
Facsimile: (215) 670-6337

Attn: Corporate Trust Administration

                 Re: 5.625% Senior Notes Due February 15, 2013

                              (CUSIP              )
                                    --------------

          Reference is hereby made to the Indenture, dated as of February 14,
2003 (the "Indenture"), between Radian Group Inc., as issuer (the "Company"),
and Wachovia Bank, National Association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

                      , (the "Owner") owns and proposes to exchange the Note[s]
          ------------
or interest in such Note[s] specified herein, in the principal amount of
$             in such Note[s] or interests (the "Exchange"). In connection with
 ------------
the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

          (a) [ ] Check if Exchange is from Beneficial Interest in a Restricted
     Global Note to Beneficial Interest in an Unrestricted Global Note. In
     connection with the Exchange of the Owner's beneficial interest in a
     Restricted Global Note for a beneficial interest in an Unrestricted Global
     Note in an equal principal amount, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Global Notes and pursuant to and in
     accordance with the United States Securities Act of 1933, as amended (the
     "Securities Act"), (iii) the

                                       C-1

<PAGE>

     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the beneficial interest in an Unrestricted Global
     Note is being acquired in compliance with any applicable blue sky
     securities laws of any state of the United States.

          (b) [ ] Check if Exchange is from Beneficial Interest in a Restricted
     Global Note to Unrestricted Definitive Note. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Note for
     an Unrestricted Definitive Note, the Owner hereby certifies (i) the
     Definitive Note is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the Definitive Note is being acquired in compliance
     with any applicable blue sky securities laws of any state of the United
     States.

          (c) [ ] Check if Exchange is from Restricted Definitive Note to
     Beneficial Interest in an Unrestricted Global Note. In connection with the
     Owner's Exchange of a Restricted Definitive Note for a beneficial interest
     in an Unrestricted Global Note, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to Restricted Definitive Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the beneficial interest is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

          (d) [ ] Check if Exchange is from Restricted Definitive Note to
     Unrestricted Definitive Note. In connection with the Owner's Exchange of a
     Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
     hereby certifies (i) the Unrestricted Definitive Note is being acquired for
     the Owner's own account without transfer, (ii) such Exchange has been
     effected in compliance with the transfer restrictions applicable to
     Restricted Definitive Notes and pursuant to and in accordance with the
     Securities Act, (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the Unrestricted
     Definitive Note is being acquired in compliance with any applicable blue
     sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes

          (a) [ ] Check if Exchange is from beneficial interest in a Restricted
     Global Note to Restricted Definitive Note. In connection with the Exchange
     of the Owner's beneficial interest in a Restricted Global Note for a
     Restricted Definitive Note with an equal principal amount, the Owner hereby
     certifies that the Restricted Definitive Note is being acquired for the
     Owner's own account without transfer. Upon consummation of the proposed
     Exchange in accordance with the terms of the Indenture, the Restricted

                                       C-2

<PAGE>

     Definitive Note issued will continue to be subject to the restrictions on
     transfer enumerated in the Private Placement Legend printed on the
     Restricted Definitive Note and in the Indenture and the Securities Act.

          (b) [ ] Check if Exchange is from Restricted Definitive Note to
     Beneficial Interest in a Restricted Global Note. In connection with the
     Exchange of the Owner's Restricted Definitive Note for a beneficial
     interest in the 144A Global Note with an equal principal amount, the Owner
     hereby certifies (i) the beneficial interest is being acquired for the
     Owner's own account without transfer and (ii) such Exchange has been
     effected in compliance with the transfer restrictions applicable to the
     Restricted Global Notes and pursuant to and in accordance with the
     Securities Act and in compliance with any applicable blue sky securities
     laws of any state of the United States. Upon consummation of the proposed
     Exchange in accordance with the terms of the Indenture, the beneficial
     interest issued will be subject to the restrictions on transfer enumerated
     in the Private Placement Legend printed on the relevant Restricted Global
     Note and in the Indenture and the Securities Act.

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

                                         [Insert Name of Owner]


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

Dated:              ,
       -------------  ----

                                      C-3