<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                                  CERTEGY INC.

                                       AND

                                  SUNTRUST BANK

                                     TRUSTEE

                              4.75% NOTES DUE 2008

                                    INDENTURE

                         DATED AS OF SEPTEMBER 10, 2003

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act                                                                             Indenture Section
<S>                                                                                             <C>
  310(a)(1)........................................................................................  7.10
     (a)(2)........................................................................................  7.10
     (a)(5)........................................................................................  7.10
     (b) ..........................................................................................  7.10
     (c) ..........................................................................................  N.A.
  311(a)...........................................................................................  7.11
     (b)...........................................................................................  7.11
  312(a)...........................................................................................  2.05
     (b)...........................................................................................  903
     (c) ..........................................................................................  903
  313(a)...........................................................................................  7.06
     (b)(2)........................................................................................  7.06
     (c) ..........................................................................................  7.06
                                                                                                     10.02
     (d) ..........................................................................................  7.06
  314(a)...........................................................................................  4.03
                                                                                                     1005
     (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
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
<S>                                                                                                                <C>
                                                      ARTICLE 1
                                      DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions....................................................................................    1
Section 1.02.     Other Definitions..............................................................................    7
Section 1.03.     Incorporation by Reference of Trust Indenture Act..............................................    8
Section 1.04.     Rules of Construction..........................................................................    8

                                                      ARTICLE 2
                                                      THE NOTES

Section 2.01.     Form...........................................................................................    9
Section 2.02.     Execution, Authentication, Dating..............................................................   17
Section 2.03.     Registrar and Paying Agent.....................................................................   17
Section 2.04.     Paying Agent to Hold Money in Trust............................................................   18
Section 2.05.     Holder Lists...................................................................................   18
Section 2.06.     Transfer and Exchange..........................................................................   18
Section 2.07.     Replacement Notes..............................................................................   22
Section 2.08.     Outstanding Notes..............................................................................   22
Section 2.09.     Treasury Notes.................................................................................   23
Section 2.10.     Temporary Notes................................................................................   23
Section 2.11.     Cancellation...................................................................................   23
Section 2.12.     Defaulted Interest.............................................................................   23
Section 2.13.     CUSIP and ISIN Numbers.........................................................................   23

                                                      ARTICLE 3
                                                      REDEMPTION

Section 3.01.     Notices to Trustee.............................................................................   24
Section 3.02.     Selection of Notes to Be Redeemed..............................................................   24
Section 3.03.     Notice of Redemption...........................................................................   25
Section 3.04.     Effect of Notice of Redemption.................................................................   25
Section 3.05.     Deposit of Redemption Price....................................................................   25
Section 3.06.     Notes Redeemed in Part.........................................................................   26
Section 3.07.     Optional Redemption............................................................................   26

                                                      ARTICLE 4
                                                      COVENANTS

Section 4.01.     Payment of Notes...............................................................................   26
Section 4.02.     Maintenance of Office or Agency................................................................   26
Section 4.03.     Compliance Certificate; Reports to the Trustee.................................................   27
Section 4.04.     Limitation on Liens............................................................................   28
Section 4.05.     Corporate Existence............................................................................   30
Section 4.06.     Sale and Leaseback Transactions................................................................   30
</TABLE>

                                        i

<PAGE>

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

Section 5.01.     Merger, Consolidation, or Sale of Assets.......................................................   30
Section 5.02.     Successor Corporation Substituted..............................................................   31

                                                      ARTICLE 6
                                                DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..............................................................................   31
Section 6.02.     Acceleration...................................................................................   33
Section 6.03.     Other Remedies.................................................................................   33
Section 6.04.     Waiver of Past Defaults........................................................................   33
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.....................................................................................   35
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...........................................................................   39
Section 7.05.     Notice of Defaults.............................................................................   39
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..............................................   42

                                                      ARTICLE 8
                                       LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.......................................   42
Section 8.02.     Legal Defeasance and Discharge.................................................................   42
Section 8.03.     Covenant Defeasance............................................................................   42
Section 8.04.     Conditions to Legal Defeasance or Covenant Defeasance..........................................   43
Section 8.05.     Deposited Money and Government Securities to Be Held in Trust; Other
                  Miscellaneous Provisions.......................................................................   44
Section 8.06.     Repayment to Company...........................................................................   45
Section 8.07.     Reinstatement..................................................................................   45
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                <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...............................................................   46
Section 9.03.     Compliance with Trust Indenture Act............................................................   47
Section 9.04.     Revocation and Effect of Consents..............................................................   57
Section 9.05.     Notation on or Exchange of Notes...............................................................   48
Section 9.06.     Trustee to Sign Amendments, Etc................................................................   48
Section 9.07.     Payments for Consent...........................................................................   48

                                                      ARTICLE 10

                                                    MISCELLANEOUS

Section 10.01.    Trust Indenture Act Controls...................................................................   48
Section 10.02.    Notices........................................................................................   49
Section 10.03.    Communication by Holders of Notes with Other Holders of Notes..................................   50
Section 10.04.    Certificate and Opinion as to Conditions Precedent.............................................   50
Section 10.05.    Statements Required in Certificate or Opinion..................................................   50
Section 10.06.    Rules by Trustee and Agents....................................................................   51
Section 10.07.    No Personal Liability of Directors, Officers, Employees and Shareholders.......................   51
Section 10.08.    Governing Law..................................................................................   51
Section 10.09.    No Adverse Interpretation of Other Agreements..................................................   51
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         FORM OF NOTE
Exhibit B         FORM OF EXCHANGE NOTE
Exhibits C-1
and C-2           FORMS OF IAI CERTIFICATES
Exhibit D         FORM OF REGULATION S CERTIFICATE

                                       iv

<PAGE>

                  INDENTURE dated as of September 10, 2003, between Certegy
Inc., a Georgia corporation (the "Company"), and SunTrust Bank, a Georgia
banking corporation with trust powers, 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 (i) the
Company's 4.75% Notes due 2008, in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) issued on the date hereof (the "Initial Notes"),
(ii) if and when issued, an unlimited principal amount of additional 4.75% Notes
due 2008 of the Company issued in a non-registered offering or 4.75% Notes due
2008 of the Company issued in a registered offering that may be offered from
time to time subsequent to the Issue Date (the "Additional Notes"), and (iii) if
and when issued, the Company's 4.75% Notes due 2008 (the "Exchange Notes," and
together with the Initial Notes and Additional Notes, the "Notes") that may be
issued from time to time in exchange for Initial Notes or any Additional Notes
in an offer registered under the Securities Act as provided in the Registration
Rights Agreement (as hereinafter defined):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. Definitions.

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

                  "Additional Notes" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. 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 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.

                  "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

<PAGE>

                                                                               2

general partner of the partnership; and (iii) with respect to any other Person,
the board or committee of such Person serving a similar function.

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

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

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or a business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Clearstream" means Citibank, N.A., as operator of Clearstream
Banking, S.A.

                  "Company" means Certegy Inc., a Georgia corporation.

                  "Consolidated Stockholders' Equity", at any time, means the
total shareholders' equity of the Company and its consolidated 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 Notes in global form, or any successor entity thereto.

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Article II hereof, in
the form of Exhibit A hereto or Exhibit B hereto, as applicable, except that
such Note shall not bear the Global Note Legend and shall not have the "Schedule
of Increases or Decreases in Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issued in the
form of one or more Global Notes, DTC as the Person appointed in Section 2.03
hereof as the Depositary with respect to the Notes, or another Person appointed
as Depositary by the Company, which Person must be a clearing agency registered
under the Exchange Act, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

                  "DTC" means The Depository Trust Company, its nominees and
their respective successors and assigns.

<PAGE>

                                                                               3

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

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

                  "Exchange Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                  "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.

                  "Funded Debt" means any Indebtedness for money borrowed,
created, issued, incurred, assumed or guaranteed which would, in accordance with
GAAP, be classified as long-term debt, but in any event including all
Indebtedness for money borrowed, whether secured or unsecured, maturing more
than one year or extendible at the option of the obligor to a date more than one
year, after the date of determination thereof (excluding any amount thereof
included in current liabilities).

                  "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.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

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

                  "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade Payables),
or (c) for the payment of money relating to a lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP; (2)
preferred or preference stock of a Subsidiary of the Company held by Persons
other than the Company or a Subsidiary of the Company; (3) any liability of
others described in the preceding clause (1) that the Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above. For purposes of this definition, to "guarantee" (and any correlative
term) means to guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of
any Indebtedness.

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

<PAGE>

                                                                               4

                  "Initial Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                  "Institutional Accredited Investor" means an "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, that is not also a QIB.

                  "Issue Date" means the date on which the initial $200,000,000
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 on such payment for the intervening period by reason of the postponement
provided in this definition.

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

                  "Make-Whole Amount" means, in connection with an optional
redemption of the Notes pursuant to Article 3, the excess, if any, of (a) the
aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest, exclusive of interest
accrued to the date of redemption, that would have been payable in respect of
each such dollar if such redemption had not been made, determined by
discounting, on a semiannual basis, such principal and interest at the
Reinvestment Rate, determined on the third Business Day in The City of New York
preceding the date notice of such redemption is given, from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made, to the date of redemption, over (b) the aggregate principal
amount of the Notes being redeemed. Any reference to "premium" in this Indenture
or the Notes shall mean and be deemed to refer to the applicable Make-Whole
Amount.

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

                  "Notes" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

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

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice President (who, in the case of the
Company, shall be a Corporate Vice President) of such Person.

<PAGE>

                                                                               5

                  "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.

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

                  "Principal Facility" means the real property, fixtures,
machinery and equipment relating to any facility owned by the Company or any
Subsidiary, except for any facility that, in the opinion of the Board of
Directors of the Company, as reflected in a duly approved resolution, is not of
material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole.

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

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of September 10, 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.

                  "Reinvestment Rate" means 0.30% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the redemption date, of the principal of the Notes being
redeemed. If no maturity exactly corresponds to such maturity, yields for the
two published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury yield in the above manner,
then the Treasury yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Company.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer assigned to the corporate trust department or division of the
Trustee (or any successor group of

<PAGE>

                                                                               6

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 knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

                  "Restricted Period" means, with respect to the Notes, the
40-day restricted period as defined in Regulation S.

                  "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.

                  "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any required determination under this
Indenture, then such other reasonably comparable index which shall be designated
by the Company.

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

                  (1)        any corporation of which at least a majority of the
                           outstanding stock having 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);

                  (2)        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

                  (3)        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

<PAGE>

                                                                               7

                           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. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA.

                  "Trade Payables" means accounts payable or any other
Indebtedness or monetary obligations to trade creditors created or assumed in
the ordinary course of business in connection with the obtaining of materials or
services.

                  "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.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
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.

                  "Wholly-Owned Subsidiary" means a Subsidiary of which all of
the outstanding voting stock (other than directors' qualifying shares) is at the
time, directly or indirectly, owned by the Company, by one or more Wholly-Owned
Subsidiaries of the Company or any combination thereof.

                  Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                        DEFINED IN
TERM                                                                     SECTION
----                                                                     -------
<S>                                                                     <C>
"144A Global Note"...............................................          2.01
"144A Notes" ....................................................          2.01
"Additional Restricted Notes"....................................          2.01
"Authentication Order"...........................................          2.02
"Covenant Defeasance"............................................          8.03
"Event of Default"...............................................          6.01
`Exchange Global Notes" .........................................          2.01
"Global Note Legend" ............................................          2.01
"Global Notes" ..................................................          2.01
"Definitive IAI Notes" ..........................................          2.01
"IAI Global Note" ...............................................          2.01
"IAI Notes" .....................................................          2.01
"Legal Defeasance"...............................................          8.02
"Note Register" .................................................          2.03
"Participant" ...................................................          2.01
"Paying Agent"...................................................          2.03
"Private Placement Legend" ......................................          2.01
"Purchase Agreement" ............................................          2.01
"Registrar"......................................................          2.03
</TABLE>

<PAGE>

                                                                               8

<TABLE>
<CAPTION>
                                                                        DEFINED IN
TERM                                                                     SECTION
----                                                                     -------
<S>                                                                     <C>
"Regulation S Global Note" ......................................          2.01
"Regulation S Legend"............................................          2.01
"Regulation S Notes".............................................          2.01
"Resale Restriction Termination Date"............................          2.06
"Restricted Notes" ..............................................          2.01
"Restrictive Legend"                                                       2.01
</TABLE>

                  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 or successor sections or rules adopted by
                           the SEC from time to time.

<PAGE>

                                                                               9

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.01. Form. (a) The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited.
The Initial Notes issued on the date hereof will be in an aggregate principal
amount of $200,000,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, Additional Notes and Exchange
Notes. Furthermore, Notes may be authenticated and delivered upon registration
of transfer or exchange, or in lieu of, other Notes pursuant to Section 2.06,
2.07, 2.10 or 9.05.

                  The Initial Notes, Additional Notes and Exchange Notes shall
be known and designated as "4.75% Notes due 2008" of the Company.

                  With respect to any Additional Notes, the Company shall set
forth in a resolution of the Board of Directors and an Officers' Certificate,
the following information:

                  (1)      the aggregate principal amount of such Additional
                           Notes to be authenticated and delivered pursuant to
                           this Indenture;

                  (2)      the issue price and the issue date of such Additional
                           Notes, including the date from which interest shall
                           accrue; and

                  (3)      whether such Additional Notes shall be 144A Notes,
                           IAI Notes and/or Regulation S Notes (collectively,
                           "Restricted Notes") issued in the form of Exhibit A
                           hereto and/or shall be issued in the form of Exhibit
                           B hereto.

                  The Initial Notes, the Additional Notes and the Exchange Notes
shall be considered collectively as a single class for all purposes of this
Indenture. Holders of the Initial Notes, the Additional Notes and the Exchange
Notes will vote and consent together on all matters as to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial
Notes, the Additional Notes or the Exchange Notes shall have the right to vote
or consent as a separate class on any matter as to which such Holders are
entitled to vote or consent.

                  (b)      The Initial Notes are being offered and sold by the
Company pursuant to a Purchase Agreement, dated September 3, 2003 (the "Purchase
Agreement"), among the Company, Bear, Stearns & Co. Inc. and the other initial
purchasers named therein. The Initial Notes and any Additional Notes (if issued
as Restricted Notes) (the "Additional Restricted Notes") will be resold
initially only to (A) QIBs in reliance on Rule 144A, (B) Non-U.S. Persons in
reliance on Regulation S, and (C) Institutional Accredited Investors in the
United States. Such Initial Notes and Additional Restricted Notes may thereafter
be transferred to, among others, QIBs, purchasers in reliance on Regulation S
and Institutional Accredited Investors pursuant to Rule 501 of the Securities
Act in accordance with the procedures provided herein.

                  Initial Notes and Additional Notes offered and sold to QIBs in
the United States of America in reliance on Rule 144A ("144A Notes") shall be
issued in the form of a permanent

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                                                                              10

global Note substantially in the form of Exhibit A, which is hereby incorporated
by reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.01(d) (the "144A Global Note"), deposited with the
Trustee, as Custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The 144A Global Note may
be represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate and by one or more certificates issued upon exchange or replacement
of another certificate representing the 144A Global Note. The aggregate
principal amount of the 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as Custodian for
the Depositary or its nominee, as hereinafter provided.

                  Initial Notes and Additional Notes offered and sold outside
the United States of America in reliance on Regulation S (the "Regulation S
Notes") shall be issued in the form of a permanent global Note substantially in
the form of Exhibit A, including appropriate legends as set forth in Section
2.01(d) (the "Regulation S Global Note"), deposited with the Trustee, as
Custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Regulation S Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate and by one or more certificates issued upon exchange or replacement
of another certificate representing the Regulation S Global Note. The aggregate
principal amount of the Regulation S Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
Custodian for the Depositary or its nominee, as hereinafter provided.

                  Initial Notes and Additional Notes offered, sold and initially
issued, or resold, to Institutional Accredited Investors (that are not QIBs) in
the United States of America ("IAI Notes") shall be issued in the form of
Definitive Notes substantially in the form of Exhibit A, including appropriate
legends as set forth in Section 2.01(d), in each case in a minimum principal
amount of Notes of $250,000 (any Definitive Notes registered in the names of
Institutional Accredited Investors or their nominees being herein called
"Definitive IAI Notes"), registered in the names of the beneficial owner or
owners thereof (or the nominee of such beneficial owner or owners), duly
executed by the Company and authenticated by the Trustee as hereinafter
provided, and delivered to such beneficial owner or owners; provided that the
Company, in its sole discretion, may permit any such Institutional Accredited
Investor to hold its interest in the IAI Notes in the form of a permanent global
Note substantially in the form of Exhibit A, including appropriate legends as
set forth in Section 2.01(d), in each case in a minimum principal amount of
Notes of $250,000 (the "IAI Global Note"), deposited with the Trustee, as
Custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The IAI Global Note may be represented by
more than one certificate, if so required by the Depositary's rules regarding
the maximum principal amount to be represented by a single certificate and by
one or more certificates issued upon exchange or replacement of another
certificate representing the IAI Global Note. The aggregate principal amount of
the IAI Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as Custodian for the Depositary
or its nominee, as hereinafter provided. Each Institutional Accredited Investor
that is not a QIB who shall purchase Notes in the offering pursuant to the
Purchase Agreement shall execute and deliver a certificate containing
substantially the information set forth in Exhibit C-1

<PAGE>

                                                                              11

                  Subject to Section 2.01(f), Exchange Notes exchanged for
interests in the 144A Notes or the Regulation S Notes or for the IAI Notes (or
interests therein) in the Exchange Offer will be issued in the form of a
permanent global Note substantially in the form of Exhibit B, including the
appropriate legends set forth in Section 2.01(d) (the "Exchange Global Note"),
deposited with the Trustee, as Custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Exchange Global Note may be represented by more than one certificate, if so
required by the Depositary's rules regarding the maximum principal amount to be
represented by a single certificate and by one or more certificates issued upon
exchange or replacement of another certificate representing the Exchange Global
Note. The aggregate principal amount of the Exchange Global Note may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as Custodian for the Depositary or its nominee, as hereinafter
provided.

                  The 144A Global Note, the Regulation S Global Note, the IAI
Global Note and the Exchange Global Notes are sometimes collectively herein
referred to as the "Global Notes."

                  The principal of (and premium, if any) and interest on the
Notes shall be payable at the office or agency of the Company maintained for
such purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.03;
provided, however, that, at the option of the Company, each installment of
interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Note Register or (ii) wire
transfer to an account located in the United States maintained by the payee.
Payments in respect of Notes represented by a Global Note (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the Depositary.

                  The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth on Exhibits
A and B and in Section 2.01(d). The Company and the Trustee shall approve the
forms of the Notes and any notation, endorsement or legend on them. The terms of
the Notes set forth in Exhibits A and B are part of the terms of this Indenture
and, to the extent applicable, the Company and the Trustee, by their execution
and delivery of this Indenture, expressly agree to be bound by such terms.

                  (c)      Denominations. The Notes shall be issuable only in
fully registered form, without interest coupons, and only in denominations of
$1,000 and any integral multiple thereof.

                  (d)      Restrictive Legends. Unless and until (i) an Initial
Note or Additional Restricted Note is sold under an effective registration
statement or (ii) an Initial Note or Additional Restricted Notes exchanged for
an Exchange Note in connection with an effective registration statement, in each
case pursuant to the Registration Rights Agreement or a similar agreement,

(A)      Each certificate representing the 144A Notes and the IAI Notes shall
bear the following legend (the "Private Placement Legend") on the face thereof:

              "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
              ANY STATE OR OTHER JURISDICTION.

<PAGE>

                                                                              12

                  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
                  MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
                  SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
                  ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
                  WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
                  TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
                  RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE
                  LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
                  WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
                  OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
                  (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
                  THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
                  FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
                  TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
                  AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
                  MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
                  501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
                  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
                  AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT AND NOT
                  WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
                  RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
                  CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION
                  OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
                  THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE."

         Each IAI Note shall also bear the following additional legend (the "IAI
Legend") on the face thereof:

<PAGE>

                                                                              13

                  "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
                  INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
                  CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
                  RESTRICTIONS."

(B)      Except as otherwise provided in the following legend (the "Regulation S
Legend" and, together with the Private Placement Legend and the IAI Legend, the
"Restrictive Legends")), each certificate representing the Regulation S Notes
shall bear the following legend on the face thereof:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
                  STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
                  EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
                  ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
                  U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
                  PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
                  SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
                  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
                  THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
                  HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE
                  OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
                  PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
                  EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
                  THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
                  UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
                  501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
                  INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR
                  ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                  ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
                  AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
                  AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
                  ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                  PURSUANT TO RULE 144 UNDER THE

<PAGE>

                                                                              14

                  SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
                  THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
                  SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
                  LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON
                  AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES
                  ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
                  REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL
                  OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
                  "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO
                  THEM BY REGULATION S UNDER THE SECURITIES ACT."

(C)      Each Global Note, whether or not an Initial Note, shall bear the
following legend (the "Global Note Legend") on the face thereof:

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

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

(D)      Each Note, whether or not an Initial Note, shall bear the following
legend:

                  "BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE
                  DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO
                  PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD
                  THIS SECURITY CONSTITUTES ASSETS OF AN "EMPLOYEE BENEFIT PLAN"
                  AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS
                  SUBJECT TO TITLE I OF ERISA, OF ANY

<PAGE>

                                                                              15

                  PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION
                  4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED
                  (THE "CODE") OR ANY PROVISIONS UNDER ANY FEDERAL, STATE,
                  LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR
                  TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR
                  OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
                  INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN, ACCOUNT OR
                  ARRANGEMENT, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY
                  BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
                  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
                  CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS."

                      (e)      Book-Entry Provisions.

                           (i)      This Section 2.01(e) shall apply only to
Global Notes deposited with the Trustee, as Custodian for the Depositary.

                           (ii)     Each Global Note initially shall (x) be
registered in the name of the Depositary or the nominee of the Depositary, (y)
be delivered to the Trustee as Custodian for the Depositary and (z) bear the
applicable legends as set forth in Section 2.01(d).

                           (iii)    Participants in the Depositary
("Participants") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as the
Custodian for the Depositary or under such Global Note, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants, the operation of
customary practices of the Depositary governing the exercise of the rights of a
Holder of a beneficial interest in any Global Note.

                           (iv)     In connection with any transfer of a portion
of the beneficial interest in a Global Note pursuant to subsection (f) of this
Section 2.01 to beneficial owners who are required to hold Definitive Notes, the
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Definitive Notes of like tenor and amount.

                           (v)      In connection with the transfer of an entire
Global Note to beneficial owners pursuant to subsection (f) of this Section
2.01, such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations.

<PAGE>

                                                                              16

                           (vi)     The registered Holder of a Global Note may
grant proxies and otherwise authorize any person, including Participants and
persons that may hold interests through Participants, to take any action which a
Holder is entitled to take under this Indenture or the Notes.

                  (f)      Definitive Notes. (i) Except as provided below and in
Section 2.01(e)(iv) and (v), owners of beneficial interests in Global Notes will
not be entitled to receive Definitive Notes. If required to do so pursuant to
any applicable law or regulation, beneficial owners may obtain Definitive Notes
in exchange for their beneficial interests in a Global Note upon written request
in accordance with the Depositary's and the Registrar's procedures . In
addition, Definitive Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Note if (a) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for such Global Note or the Depositary ceases to be a clearing agency registered
under the Exchange Act, at a time when the Depositary is required to be so
registered in order to act as depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice or, (b)
the Company executes and delivers to the Trustee and Registrar an Officers'
Certificate stating that such Global Note shall be so exchangeable or (c) an
Event of Default has occurred and is continuing and the Registrar has received a
request from the Depositary; and, if the Exchange Offer occurs after such
exchange of Definitive Notes for Global Notes as provided in this Section
2.01(f), any Exchange Notes may be issued in the form of Definitive Notes.

                           (ii)     Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.01(e)(iv) or (v) shall,
except as otherwise provided by Section 2.06(c), bear the applicable legend
regarding transfer restrictions applicable to such Definitive Note set forth in
Section 2.01(d).

                           (iii)    In connection with the exchange of a portion
of a Definitive Note for a beneficial interest in a Global Note, the Trustee
shall cancel such Definitive Note, and the Company shall execute, and the
Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive Note representing the principal amount not so transferred.

                  (g)      Institutional Accredited Investors. Prior to the
Resale Restriction Termination Date, unless the Company, in its sole discretion,
permits any Institutional Accredited Investor to hold its interest in the IAI
Notes in the form of the IAI Global Note pursuant to Section 2.01(b),
Institutional Accredited Investors that are not QIBs may hold interests in the
Initial Notes and the Additional Restricted Notes only in the form of Definitive
IAI Notes, and any beneficial interest in a Global Note other than an Exchange
Global Note that is transferred to an Institutional Accredited Investor which is
not a QIB will be delivered in the form of a Definitive IAI Note and will cease
to be covered by such Global Note.

                  (h)      Regulation S Notes. Prior to the expiration of the
Restricted Period, beneficial interests in a Regulation S Note may be held only
through Euroclear or Clearstream (as direct or indirect Participants in the
Depositary) or through another agent member of Euroclear and Clearstream acting
for and on behalf of them (as direct or indirect Participants in the
Depositary), unless exchanged for interests in 144A Notes or for IAI Notes in
accordance with the certification requirements hereof. During the Restricted
Period, interests in a

<PAGE>

                                                                              17

Regulation S Note, if any, may be exchanged for interests in 144A Notes or for
IAI Notes or interests therein only in accordance with the certification
requirements described in Section 2.06.

                  Section 2.02. Execution, Authentication, Dating. 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.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee, which shall be conclusive evidence that the Note has
been authenticated under this Indenture. A Note shall be dated the date of its
authentication.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall, upon a written order of the
Company signed by one Officer (an "Authentication Order"), authenticate and make
available for delivery: (1) Initial Notes for original issue on the Issue Date
in an aggregate principal amount of $200,000,000, (2) Additional Notes for
original issue and (3) Exchange Notes for issue only in an Exchange Offer
pursuant to the Registration Rights Agreement, and only in exchange for Initial
Notes or Additional Notes of an equal principal amount. Such Authentication
Order shall specify the amount of the Notes to be authenticated and the date on
which the original issue of Notes is to be authenticated and whether the Notes
are to be Initial Notes, Additional Notes or Exchange Notes.

                  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 ("Note Register"). 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 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.

<PAGE>

                                                                              18

                  Section 2.04. Paying Agent to Hold Money in Trust. 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.

                  Section 2.05. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 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 Section 312(a).

                  Section 2.06. Transfer and Exchange. (a) Subject to Sections
2.01(g) and 2.01(h), the following provisions shall apply with respect to any
proposed transfer of a 144A Note or an IAI Note or a beneficial interest therein
prior to the date which is two years after the later of the date of its original
issue and the last date on which the Company or any Affiliate of the Company was
the owner of such Notes (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

                  (i) In connection with the transfer or exchange of a
Definitive IAI Note for a beneficial interest in a Global Note, upon receipt by
the Trustee of such Definitive IAI Note, duly endorsed or accompanied by
appropriate instruments of transfer, the Trustee shall cancel such Definitive
IAI Note and cause, or direct the Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Custodian, the aggregate principal amount of Notes represented by the applicable
Global Note to be increased accordingly. If no Global Notes are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers' Certificate, a new
Global Note in the appropriate principal amount. The Trustee shall deliver
copies of each certification and instruction received by it to the Depositary
and upon receipt thereof, the Custodian shall reflect on its books and records
the date and an increase in the principal amount of such Global Note in an
amount equal to the principal amount of the Definitive IAI Note so transferred
or exchanged. In connection with the transfer or exchange of a portion of a
Definitive IAI Note for a beneficial interest in a Global Note, the Trustee
shall cancel such Definitive IAI Note, and the Company shall execute, and the
Trustee shall authenticate and deliver, to the transferring Holder a new
Definitive IAI Note representing the principal amount not so transferred.

<PAGE>

                                                                              19

                           (ii)     A transfer of a 144A Note or an IAI Note or
a beneficial interest therein to a QIB shall be made upon the representation of
the transferee in the form as set forth on the reverse of the Note that it is
purchasing for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a QIB and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

                           (iii)    A transfer of a 144A Note or an IAI Note or
a beneficial interest therein to an Institutional Accredited Investor shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form of Exhibit C-2 hereto from the proposed transferee and, if requested by
the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them.

                           (iv)     a transfer of a 144A Note or an IAI Note or
a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form of Exhibit D
hereto from the proposed transferor and, if requested by the Company or the
Trustee, the delivery of an opinion of counsel, certification and/or other
information satisfactory to each of them.

                  (b)      Subject to Sections 2.01(g) and 2.01(h), the
following provisions shall apply with respect to any proposed transfer of a
Regulation S Note or a beneficial interest therein prior to the expiration of
the Restricted Period:

                           (i)      A transfer of a Regulation S Note or a
beneficial interest therein to a QIB shall be made upon the representation of
the transferee, in the form of assignment on the reverse of the certificate,
that it is purchasing the Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a QIB and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

                           (ii)     A transfer of a Regulation S Note or a
beneficial interest therein to an Institutional Accredited Investor shall be
made upon receipt by the Trustee or its agent of a certificate substantially in
the form of Exhibit C-2 hereto from the proposed transferee and, if requested by
the Company or the Trustee, the delivery of an opinion of counsel, certification
and/or other information satisfactory to each of them.

                           (iii)    A transfer of a Regulation S Note or a
beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form of Exhibit D
hereto from the proposed transferor and, if requested by the Company or the
Trustee, receipt by the Trustee or its agent of an opinion of counsel,
certification and/or other information satisfactory to each of them.

<PAGE>

                                                                              20

                  After the expiration of the Restricted Period, interests in
the Regulation S Note may be transferred without requiring the certification set
forth in Exhibit C-2 hereto or Exhibit D hereto or any other certification.

                  (c)      Restrictive Legend. Upon the transfer, exchange or
replacement of Notes not bearing a Restrictive Legend, the Registrar shall
deliver Notes that do not bear a Restrictive Legend. Upon the transfer, exchange
or replacement of Notes bearing a Restrictive Legend, the Registrar shall
deliver only Notes that bear the applicable Restrictive Legend unless there is
delivered to the Registrar evidence satisfactory to the Company and the
Registrar (which may include an opinion of counsel) that neither the legend nor
the restrictions on transfer set forth therein are required to ensure compliance
with the Securities Act.

                  (d)      The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.01 or
this Section 2.06. The Company shall have the right to inspect and make copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable prior written notice to the Registrar.

                  (e)      Obligations with Respect to Transfers and Exchanges
of Notes.

                           (i)      To permit registrations of transfers and
exchanges, the Company shall, subject to the other terms and conditions of this
Article II, execute and the Trustee shall authenticate Definitive Notes and
Global Notes upon the Company's order or at the Registrar's or co-registrar's
request.

                           (ii)     No service charge shall be made to a holder
of a beneficial interest in a Global Note or 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, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charges payable upon exchange or transfer
pursuant to Section 9.05).

                           (iii)    The Company and the Registrar or
co-registrar shall not be required to issue or to register the transfer or
exchange of any Note for a period beginning (1) 15 days before the day of any
selection of Notes to be redeemed in part pursuant to Section 3.02 and ending at
the close of business on the day of such selection, (2) 15 days before the
mailing of a notice of an offer to repurchase or redeem Notes and ending at the
close of business on the day of such mailing or (3) 15 days before an interest
payment date and ending on such interest payment date or between any record date
for the payment of interest and the next succeeding interest payment date. The
Registrar or co-registrar shall not be required to register the transfer or
exchange of any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

                           (iv)     Prior to the due presentation for
registration of transfer of any Note, the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar may deem and treat the Person in whose
name a Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the

<PAGE>

                                                                              21

Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected
by notice to the contrary.

                           (v)      Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.01(e) shall, except as
otherwise provided by Section 2.06(c), bear the applicable legend regarding
transfer restrictions applicable to such Definitive Note set forth in Section
2.01(d).

                           (vi)     All Notes issued upon any transfer or
exchange pursuant to the terms of this Indenture shall be the valid and legally
binding obligation of the Company, shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes surrendered upon
such transfer or exchange.

                           (vii)    All certificates, certifications and
opinions of counsel required to be submitted to the Registrar or any
co-registrar pursuant to this Section 2.06 to effect any transfer or exchange
may be submitted by facsimile transmission, with the original to follow by first
class mail or hand delivery.

                  (f)      No Obligation of the Trustee.

                           (i)      The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Note, any Participant in the
Depositary or other Person with respect to the accuracy of the records of the
Depositary or its nominee or of any Participant thereof, with respect to any
ownership interest in the Notes or with respect to the delivery to any
Participant, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption) or the payment of any amount or
delivery of any Notes (or other security or property) under or with respect to
such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Notes shall be given or made
only to or upon the order of the registered Holders (which shall be the
Depositary or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the
Depositary subject to the applicable rules and procedures of the Depositary,
including, without limitation, the Applicable Procedures. The Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depositary with respect to its Participants and any beneficial owners.

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

                  (g)      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

<PAGE>

                                                                              22

nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or to a nominee of such successor Depositary.

                  (h)      Accrual of Interest on the Exchange Note ; Exchange
                           of Exchange Notes.

                  Interest on any Exchange Note shall accrue from the dates
provided in Exhibit B.

                  Subject to Section 2.01(f), 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 one or more Exchange Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Initial Notes or Additional Restricted 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.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Initial Notes in the form of Global
Notes and/or Additional Restricted Notes in the form of Global Notes to be
reduced accordingly.

                  Section 2.07. Replacement Notes. If any mutilated Note is
surrendered to the Trustee or the Company or if 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 and the
Trustee may charge for their respective 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 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.

                  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.

<PAGE>

                                                                              23

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes 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 plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company 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 and ISIN Numbers. The Company in issuing
the Notes may use "CUSIP" or "ISIN" numbers or both numbers, and, if so used,
the Trustee shall use such

<PAGE>

                                                                              24

"CUSIP" or "ISIN" numbers or both numbers in notices to the Holders of the Notes
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 to the Holders of the Notes and that
reliance may be placed only on the other identification numbers printed on such
Notes or in notices to the Holders of the Notes. No redemption notice given
hereunder shall be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the "CUSIP" or "ISIN"
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, or, in the case of a
redemption of less than all of the Notes, at least 45 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, on a pro rata basis, by lot or by
such other random method as the Trustee shall deem fair and appropriate. 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.

                  Notwithstanding anything else contained in this Section 3.02,
the parties acknowledge and agree that any partial redemption of a Global Note
will be made by the Depositary among the holders of the beneficial interests
therein in accordance with the rules and regulations of the Depositary and that
the Trustee shall have no liability in connection with the selection of
beneficial interests in the Global Note in connection with any such redemption
or any other actions taken by the Depositary in connection therewith, and by
accepting the Notes, the Holders shall waive and release any and all such
liability.

<PAGE>

                                                                              25

                  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;

                  (a)      the redemption price;

                  (b)      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;

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

                  (d)      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;

                  (e)      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;

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

                  (g)      that no representation is made as to the correctness
or accuracy of the CUSIP number or ISIN 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; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice, and the failure of any Holder actually to receive such notice, or any
defect in the notice, shall not affect the redemption or the validity of the
proceedings for the redemption of the Notes.

                  Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

                  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 money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. Following the redemption
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

<PAGE>

                                                                              26

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, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

                  Section 3.06. Notes Redeemed 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.

                  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 to the Holders, at a redemption price
of 100% of the aggregate principal amount of the Notes being redeemed plus the
Make-Whole Amount, if any, plus accrued and unpaid interest and Additional
Interest, if any, to the applicable 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.

                                    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. 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, an office or
agency (which may be an office of the Trustee or an agent of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such

<PAGE>

                                                                              27

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 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 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; Reports to the Trustee.
(a) The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers' Certificate executed by the Chief Executive
Officer and/or the Chief Financial Officer of the Company stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith, but in no event later than three
Business Days, 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 and what action the Company is taking or proposes to take with
respect thereto.

                  (c) The Company shall file with the Trustee, within 15 days
after it files such annual and quarterly reports, information, documents and
other reports with the SEC, copies of its annual report and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have
been required to be filed with the SEC had the

<PAGE>

                                                                              28

Company continued to be subject to such reporting requirements. In such event,
such reports shall be provided to the Trustee at the times the Company would
have been required to provide reports had it continued to have been subject to
such reporting requirements. In addition, the Company shall comply with the
other provisions of TIA Section 314(a).

                  Section 4.04. Limitation on Liens. The Company will not at any
time directly or indirectly create or assume and will not cause or permit a
Subsidiary directly or indirectly to create or assume, otherwise than in favor
of the Company or a Wholly-Owned Subsidiary, any Lien upon any Principal
Facility or any interest it may have therein or upon any stock of any Subsidiary
or any Indebtedness of any Subsidiary to the Company or any other Subsidiary,
whether now owned or hereafter acquired, without making effective provision (and
the Company covenants that in such case it will make or cause to be made,
effective provision) whereby the Notes and any other indebtedness of the Company
then entitled thereto shall be secured by such Lien equally and ratably with any
and all other obligations and indebtedness thereby secured, so long as any such
other obligations and Indebtedness shall be so secured; provided, however, that
the foregoing covenant shall not be applicable to the following:

                  (a)      (i) any Lien on any such property hereafter acquired
         or constructed by the Company or a Subsidiary, or on which property so
         constructed is located, and created prior to, contemporaneously with or
         within 360 days after, such acquisition or construction or the
         commencement of commercial operation of such property to secure or
         provide for the payment of any part of the purchase or construction
         price of such property, or (ii) the acquisition by the Company or a
         Subsidiary of such property subject to any Lien upon such property
         existing at the time of acquisition thereof, whether or not assumed by
         the Company or such Subsidiary, or (iii) any Lien existing on the
         property, shares of stock or Indebtedness of a corporation at the time
         such corporation shall become a Subsidiary, or (iv) any conditional
         sales agreement or other title retention agreement with respect to any
         property hereafter acquired or constructed; provided that, in the case
         of clauses (i) through (iv) of this Section 4.04(a), the Lien does not
         spread to property owned prior to such acquisition or construction or
         to other property thereafter acquired or constructed other than
         additions to such acquired or constructed property and other than
         property on which property so constructed is located; and provided,
         further, that if a firm commitment from a bank, insurance company or
         other lender or investor (not including the Company, a Subsidiary or an
         Affiliate of the Company) for the financing of the acquisition or
         construction of property is made prior to, contemporaneously with or
         within the 360-day period hereinabove referred to, the applicable Lien
         shall be deemed to be permitted by this subsection (a) whether or not
         created or assumed within such period;

                  (b)      any Lien created for the sole purpose of extending,
         renewing or refunding any Lien permitted by subsection (a) of this
         Section; provided, however, that the principal amount of Indebtedness
         secured thereby shall not exceed the principal amount of Indebtedness
         so secured at the time of such extension, renewal or refunding and that
         such extension, renewal or refunding Lien shall be limited to all or
         any part of the same property that secured the Lien extended, renewed
         or refunded;

<PAGE>

                                                                              29

                  (c)      liens for taxes or assessments or governmental
         charges or levies not then due and delinquent or the validity of which
         is being contested in good faith, and against which an adequate reserve
         has been established; liens on any such property created in connection
         with pledges or deposits to secure public or statutory obligations or
         to secure performance in connection with bids or contracts;
         materialmen's, mechanics', carrier's, workmen's, repairmen's or other
         like liens; or liens on any such property created in connection with
         deposits to obtain the release of such liens; liens on any such
         property created in connection with deposits to secure surety, stay,
         appeal or customs bonds; liens created by or resulting from any
         litigation or legal proceeding which is currently being contested in
         good faith by appropriate proceedings; leases and liens, rights of
         reverter and other possessory rights of the lessor thereunder; zoning
         restrictions, easements, rights-of-way or other restrictions on the use
         of real property or minor irregularities in the title thereto; and any
         other liens and encumbrances similar to those described in this
         subsection, the existence of which does not, in the opinion of the
         Board of Directors of the Company, as expressed in a duly approved
         resolution, materially impair the use by the Company or a Subsidiary of
         the affected property in the operation of the business of the Company
         or a Subsidiary, or the value of such property for the purposes of such
         business;

                  (d)      any contracts for production, research or development
         with or for the Government, directly or indirectly, providing for
         advance, partial or progress payments on such contracts and for a Lien,
         paramount to all other Liens, upon money advanced or paid pursuant to
         such contracts, or upon any material or supplies in connection with the
         performance of such contracts to secure such payments to the
         Government; and Liens or other evidences of interest in favor of the
         Government, paramount to all other Liens, on any equipment, tools,
         machinery, land or buildings hereafter constructed, installed or
         purchased by the Company or a Subsidiary primarily for the purpose of
         manufacturing or producing any product or performing any development
         work, directly or indirectly, for the Government to secure indebtedness
         incurred and owing to the Government for the construction, installation
         or purchase of such equipment, tools, machinery, land or buildings. For
         the purpose of this subsection (d), "Government" shall mean the
         Government of the United States of America and any department, agency
         or political subdivision thereof and the government of any foreign
         country with which the Company or its Subsidiaries is permitted to do
         business under applicable law and any department, agency or political
         subdivision thereof;

                  (e)      any Lien created after the date of this Indenture on
         any property leased to or purchased by the Company or a Subsidiary
         after that date and securing, directly or indirectly, obligations
         issued by or on behalf of a State, a territory or a possession of the
         United States, or any political subdivision of any of the foregoing, or
         the District of Columbia, to finance the cost of acquisition or cost of
         construction of such property, provided that the interest paid on such
         obligations is entitled to be excluded from gross income of the
         recipient pursuant to Section 103(a)(1) of the Code (or any successor
         to such provision) as in effect at the time of the issuance of such
         obligations; and

                  (f)      any Lien not otherwise permitted under this Section;
         provided, the aggregate amount of Indebtedness secured by all such
         Liens, together with the aggregate

<PAGE>

                                                                              30

         sale price of property involved in sale and leaseback transactions not
         otherwise permitted except under Section 4.06(a) does not exceed 15% of
         Consolidated Stockholders' Equity.

                  Section 4.05. Corporate Existence. Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors of the
Company shall determine, as reflected in a duly approved resolution, that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

                  Section 4.06. Sale and Leaseback Transactions. The Company
will not, and will not permit any Subsidiary to, sell or transfer (except to the
Company or one or more Wholly-Owned Subsidiaries, or both) any Principal
Facility owned by it on the date of this Indenture with the intention of taking
back a lease of such property, other than a lease for a temporary period (not
exceeding 36 months) with the intent that the use by the Company or such
Subsidiary of such property will be discontinued at or before the expiration of
such period, unless after giving effect to such sale or transfer either:

                  (a)      the sum of (X) the aggregate sale price or, if
         greater, fair market value of all property involved in such sale and
         leaseback transaction not otherwise permitted under subsection (b)
         below plus (Y) the aggregate amount of Indebtedness secured by all
         Liens not otherwise permitted except under Section 4.04(f) does not
         exceed 15% of Consolidated Stockholders' Equity; or

the Company within 120 days after the sale or transfer shall have been made by
the Company or by any such Subsidiary applies an amount equal to the greater of
(i) the net proceeds of the sale of the Principal Facility sold and leased back
pursuant to such arrangement or (ii) the fair market value of the Principal
Facility sold and leased back at the time of entering into such arrangement
(which may be conclusively determined by the Board of Directors of the Company,
as reflected in a duly approved resolution) to the optional retirement of the
Notes or other Funded Debt of the Company ranking on a parity with 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 lease its properties and assets substantially as an entirety
to any Person, unless:

<PAGE>

                                                                              31

                  (a)      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 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 or the properties or assets of one or more Subsidiaries 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 lease of the properties and assets of the
Company substantially as an entirety in 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 lease 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":

<PAGE>

                                                                              32

                  (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 become due and payable; or

                  (c)      default 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 the payment of any scheduled principal
         of or interest on any Indebtedness of the Company or any Subsidiary of
         the Company (other than the Notes), aggregating more than $10 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 Subsidiary of the
         Company (other than the Notes) in excess of $10 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)      the entry against the Company or any Subsidiary of
         the Company of one or more judgments, decrees or orders by a court
         having jurisdiction in the premises from which no appeal may be or is
         taken for the payment of money, either individually or in the
         aggregate, in excess of $10 million, and the continuance of such
         judgment, decree or order unsatisfied and in effect for any period of
         45 consecutive days after the amount thereof is due without a stay of
         execution;

                  (f)      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 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 unstayed and in effect for a period of 60 consecutive days; or

<PAGE>

                                                                              33

                  (g)      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 (f) or (g) 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 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 said five Business Day period.

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

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

                  Section 6.04. Waiver of Past Defaults. Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its

<PAGE>

                                                                              34

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 an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind any 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 Section
316(a)(1)(B) of the TIA and such Section 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 Section 316(a)(1)(A) of the TIA, and such Section 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;

                  (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

<PAGE>

                                                                              35

                  (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. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

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

<PAGE>

                                                                              36

                  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 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

<PAGE>

                                                                              37

                           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.

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

                  (h)      The permissive right of the Trustee to take the
         actions permitted by this Indenture shall not be construed as an
         obligation or duty to do so.

                  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(h) 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
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                                                                              38

         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.

                  (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)      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) or (ii) any Event of
         Default of which the Trustee shall have received written notification
         at the Corporate Trust Office of the Trustee or of which a Responsible
         Officer has actual knowledge, and in the absence of such notice or
         actual knowledge, the Trustee may conclusively assume that no such
         Event of Default or Default exists.

                  (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 officer,
         director, employee, agent, custodian and other person employed to act
         hereunder, and shall survive the Trustee's resignation or removal, the
         discharge of this Indenture and payment in full of the Notes.

                  (i)      Notwithstanding anything else herein contained,
         whenever any provision of this Indenture indicates that any
         confirmation of a condition or event is qualified by the words "to the
         knowledge of" or "known to" the Trustee or other words of similar
         meaning, said words shall mean and refer to the current awareness of
         one or more Responsible Officers who are located at the Corporate Trust
         Office of the Trustee or who are otherwise responsible for
         administering the trusts created under this Indenture.

                  Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may 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

<PAGE>

                                                                              39

eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

                  Section 7.04. Trustee's Disclaimer. The Trustee 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. 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 board of directors,
the executive committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

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

<PAGE>

                                                                              40

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
judicially determined to have been caused by its own negligence 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. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                  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. Any amounts due and owing the Trustee hereunder which
have not been paid by or on behalf of the Company within 15 days following
written notice thereof given to the Company in accordance with the provisions of
Section 10.02, shall bear interest at an interest rate equal to the Trustee's
announced prime rate in effect from time to time, plus four percent (4.0%) per
annum.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinated to any other
liability or Indebtedness of the Company.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(h) or (i) 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 Section
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;

<PAGE>

                                                                              41

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

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the 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.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the 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 by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof 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 Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 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 Section 310(b)(1) are met.

<PAGE>

                                                                              42

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

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 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, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
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 discharged hereunder: (a) the rights of Holders of
outstanding 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 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 and 4.06 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

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                                                                              43

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:

                  (i)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. dollars, non-callable 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;

                  (ii)     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 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;

                  (iii)    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;

                  (iv)     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(f) or Section
         6.01(g) 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);

<PAGE>

                                                                              44

                  (v)      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;

                  (vi)     the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy with respect to the Company between the date of deposit and
         the 91st day following the deposit and assuming that no Holder is an
         "insider" with respect to the Company under applicable bankruptcy law,
         after the 91st day following the deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar laws affecting creditors' rights generally;

                  (vii)    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

                  (viii)   the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent, including, without limitation, 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 money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04
hereof in respect of the outstanding Notes 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.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04(i) 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 money or non-callable 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 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.

<PAGE>

                                                                              45

                  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 non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and 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 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company 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.

                                   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 certificated 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 of Notes or that does not adversely
         affect the legal rights under this Indenture of any such Holder;

<PAGE>

                                                                              46

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

                  (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 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, liabilities, indemnities, benefits or immunities
under this Indenture or otherwise.

                  Section 9.02. With Consent of Holders of Notes. Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture 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 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 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

<PAGE>

                                                                              47

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;

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions, or waive any payment, with respect
         to the redemption of the Notes;

                  (c)      reduce the rate of or change the time for payment of
         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;

                  (f)      make any change in the provisions of this Indenture
         relating to waivers of (i) past Defaults or (ii) the rights of the
         Holders of the Notes to receive payments of principal of or premium, if
         any, or interest or Additional Interest, if any, on the Notes; or

                  (g)      make any change in Section 6.04 or 6.07 hereof or 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.

<PAGE>

                                                                              48

                  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, indemnities, benefits 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 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, liabilities, indemnities, benefits 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 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 Sections 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.

<PAGE>

                                                                              49

                  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:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA 30004
                  Facsimile: (678) 867-8102

                  Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

                  With a copy to:

                  Kilpatrick Stockton
                  1100 Peachtree Street, Suite 2800
                  Atlanta, GA 30309
                  Facsimile: (404) 815-6555

                  Attention: Larry D. Ledbetter

                  If to the Trustee:

                  SunTrust Bank
                  25 Park Place, 24th Floor
                  Atlanta, GA 30303-2900
                  Facsimile: (404) 588-7335

                  Attn: Corporate Trust Administration

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

                  All notices and communications (other than those sent to
Holders) 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 or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

<PAGE>

                                                                              50

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

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

                  (c)      where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 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 Section 314(a)(4)) shall comply with the provisions of TIA
Section 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 to express an informed opinion as to whether such covenant
         or condition has or has not been satisfied; and

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

<PAGE>

                                                                              51

                  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 or the Trustee shall have any liability for any
obligations of the Company or the Trustee, respectively, 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. 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.

                  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.

                  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]

<PAGE>

                                                                              52

                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties have executed this Indenture
as of the date first written above.

                                           CERTEGY INC.

                                           By: /s/ Michael T. Vollkommer
                                               -------------------------
                                              Name: Michael T. Vollkommer
                                              Title: Corporate Vice President
                                                     and Chief Financial Officer

                                           SUNTRUST BANK, as trustee

                                           By: /s/ George Hogan
                                               -------------------------
                                              Name: George Hogan
                                              Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                       [FORM OF FACE OF UNREGISTERED NOTE]

                         [Applicable Restrictive Legend]

                       [Global Note Legend, if applicable]

[CUSIP        156880AA4 - 144A]

[CUSIP     U15693AA9 - REGULATION S]

[ISIN      US156880AA45 - 144A]

[ISIN      USU15693AA92 - REGULATION S]

                              4.75% Notes due 2008

No. 1

                                                        $_______________________

                                  CERTEGY INC.

promises to pay to CEDE & CO., or registered assigns, the principal sum of
______ MILLION DOLLARS ($___________) on September 15, 2008.

Interest Payment Dates:  March 15 and September 15

Record Dates:  March 1 and September 1

                                      A-1
<PAGE>

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

Dated:

                                                     CERTEGY INC.

                                                     By: _______________________
                                                         Name:
                                                         Title:

         [SEAL]

ATTEST:

By: ____________________________
    Name:
    Title:
                                      A-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                     SUNTRUST BANK,
                                                     as Trustee

                                                     By: _______________________
                                                         (Authorized Signatory)

                                      A-3
<PAGE>

                     [FORM OF REVERSE OF UNREGISTERED NOTE]
                              4.75% Notes due 2008

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

                  1. Interest. Certegy Inc., a Georgia corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
4.75% per annum from the date provided below until maturity and shall pay the
Additional Interest payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Additional
Interest semi-annually on March 15 and September 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 March 15, 2004. 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 to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
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, 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 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, SunTrust Bank, 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 September 10, 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 Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of

                                      A-4
<PAGE>

the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are limited to $200,000,000 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 of 100% of the aggregate principal amount of the
Notes being redeemed plus the Make-Whole Amount, if any, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date.

                  6. No Sinking Fund. The Company shall not be required to make
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, 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, 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

                                       A-5
<PAGE>

that does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
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, 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 payment of any scheduled principal of
or interest on any Indebtedness of the Company or any Subsidiary of the Company
(other than the Notes), aggregating more than $10 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 Subsidiary of the Company (other than the Notes) in excess of $10
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" under the Indenture; (e) the entry against the Company or any
Subsidiary of the Company of one or more judgments, decrees or orders by a court
having jurisdiction in the premises from which no appeal may be or is taken for
the payment of money, either individually or in the aggregate, in excess of $10
million, and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 45 consecutive days after the amount thereof is due
without a stay of execution; and (f) certain events of bankruptcy and insolvency
with respect to the Company or any of its Subsidiaries. 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

                                       A-6
<PAGE>

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. In the case of an Event of Default arising from certain
events of bankruptcy or insolvency as described in clause (f) 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. 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 shareholder of the Company or the Trustee, as such,
shall have any liability for any obligations of the Company or the Trustee,
respectively 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 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. 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.

                  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 Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Notes shall
have all the rights set forth in the Registration Rights Agreement, dated as of
September 10, 2003, between the Company and each of the parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of
Additional 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-7
<PAGE>

                  17. CUSIP and ISIN Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP or ISIN numbers or both numbers to be printed on the
Notes and the Trustee may use CUSIP or ISIN numbers or both numbers in notices
to the Holders of the Notes 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 to the Holders of the Notes 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:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA  30004
                  Facsimile:  (678) 867-8102
                  Attention:  Michael T. Volkommer and Walter M. Korchun, Esq.

                                       A-8
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                    I or we assign and transfer this Note to
              _____________________________________________________
              (Print or type assignee's name, address and zip code)
                  _____________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Note on the
     books of the Company.  The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                            (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

         In connection with any transfer or exchange of any of the Notes
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Notes and the last
date, if any, on which such Notes were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

         1[ ]     acquired for the undersigned's own account, without transfer;
                  or

         2[ ]     transferred to the Company; or

         3[ ]     transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

         4[ ]     transferred pursuant to an effective registration statement
                  under the Securities Act; or

         5[ ]     transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or

         6[ ]     transferred to an institutional "accredited investor" (as
                  defined in Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act), that has furnished to the Trustee a signed

                                       A-9
<PAGE>

                  letter containing certain representations and agreements (the
                  form of which letter appears as Exhibit C-2 to the Indenture);
                  or

         7[ ]     transferred pursuant to and in compliance with Rule 144 under
                  the Securities Act or another available exemption from the
                  registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, such as the exemption provided by Rule 144
under such Act.

                                                     ___________________________
                                                     Signature

Signature Guarantee:

_____________________________                        ___________________________
(Signature must be guaranteed)                       Signature

________________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

____________________________
Dated:

                                                     ___________________________
                                                     Signature

                                                     ___________________________
                                                     Signature

                                      A-10
<PAGE>

                                         [TO BE ATTACHED TO GLOBAL
                                         NOTES]

         SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


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

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

                                      A-11
<PAGE>

                                                                       EXHIBIT B

                        [FORM OF FACE OF REGISTERED NOTE]

                       [Global Note Legend, if applicable]

CUSIP

                              4.75% Notes due 2008

No. 1
                                                          $_____________________

                                  CERTEGY INC.

promises to pay to CEDE & CO.,  or  registered  assigns,  the  principal  sum of
______ MILLION DOLLARS ($___________) on September 15, 2008.

Interest Payment Dates:  March 15 and September 15

Record Dates:  March 1 and September 1

                                       B-1
<PAGE>

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

Dated:

                                                     CERTEGY INC.

                                                     By:  ______________________
                                                          Name:
                                                          Title:

         [SEAL]

ATTEST:

By:  ____________________________
     Name:
     Title:

                                       B-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                     SUNTRUST BANK,
                                                     as Trustee

                                                     By:  ______________________
                                                          (Authorized Signatory)

                                       B-3
<PAGE>

                      [FORM OF REVERSE OF REGISTERED NOTE]
                              4.75% Notes due 2008

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

                  1. Interest. Certegy Inc., a Georgia corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
4.75% per annum from the date provided below until maturity and shall pay the
Additional Interest payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Additional
Interest semi-annually on March 15 and September 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"). The first Interest Payment Date shall be the March 15
or September 15, as the case may be, after the Exchange Offer referred to in the
Indenture. This Note is an "Exchange Note" (as such term is used in the
Indenture), exchanged in the Exchange Offer for Initial Notes or Additional
Notes. 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 if
this Note shall be authenticated before the first Interest Payment Date for the
Exchange Notes, interest on this Note shall accrue from the last interest
payment date to which interest has been paid on the Initial Notes or Additional
Notes that were exchanged for this Note or if no interest has been paid on such
Initial Notes or Additional Notes, from the date of original issue of such
Initial Notes or Additional Notes. 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 to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
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, 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 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, SunTrust Bank, 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.

                                       B-4
<PAGE>

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of September 10, 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 Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are limited to $200,000,000 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 of 100% of the aggregate principal amount of the
Notes being redeemed plus the Make-Whole Amount, if any, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date.

                  6. No Sinking Fund. The Company shall not be required to make
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

                                       B-5
<PAGE>

outstanding Notes, 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, 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, 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, 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 payment of any scheduled principal of
or interest on any Indebtedness of the Company or any Subsidiary of the Company
(other than the Notes), aggregating more than $10 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 Subsidiary of the Company (other than the Notes) in excess of $10
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" under the Indenture; (e) the entry against the Company or any
Subsidiary of the Company of one or more judgments, decrees or orders by a court
having jurisdiction in the premises from which no appeal may be or is taken for
the payment of money, either individually or in the aggregate, in excess of $10
million, and the continuance of such judgment, decree or order unsatisfied and
in effect for any period of 45 consecutive days after the amount thereof is due
without a stay of execution; and (f) certain events of bankruptcy and insolvency
with respect to the Company or any of its Subsidiaries. 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

                                       B-6
<PAGE>

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. In the case of an Event of Default arising from certain
events of bankruptcy or insolvency as described in clause (f) 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. 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 shareholder of the Company or the Trustee, as such,
shall have any liability for any obligations of the Company or the Trustee,
respectively 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 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. 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.

                  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. CUSIP and ISIN Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP or

                                       B-7
<PAGE>

ISIN numbers or both numbers to be printed on the Notes and the Trustee may use
CUSIP or ISIN numbers or both numbers in notices to the Holders of the Notes 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 to the
Holders of the Notes 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:

                  Certegy Inc.
                  11720 Amber Park Drive
                  Alpharetta, GA 30004
                  Facsimile: (678) 867-8102
                  Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

                                       B-8
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                    I or we assign and transfer this Note to
              _____________________________________________________
              (Print or type assignee's name, address and zip code)
                   __________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint ___________ agent to transfer this Note on the
     books of the Company.  The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                             (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                       B-9
<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

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

                                      B-10
<PAGE>
                                                                     EXHIBIT C-1

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

     In connection with our proposed purchase of the 4.75% Notes due 2008 (the
"Notes") issued by Certegy Inc., a Georgia corporation (the "Company"), we
hereby confirm the following:

                  (1)      We acknowledge that:

-    the notes have not been registered under the Securities Act of 1933, as
     amended (the "Securities Act") or any other securities laws and are being
     offered for resale in transactions that do not require registration under
     the Securities Act or any other securities laws; and

-    unless so registered, the notes may not be offered, sold or otherwise
     transferred except under an exemption from, or in a transaction not subject
     to, the registration requirements of the Securities Act or any other
     applicable securities laws, and in each case in compliance with the
     conditions for transfer set forth in paragraph (4) below.

-

                  (2)      We represent that we are not an affiliate (as defined
         in Rule 144 under the Securities Act) of the Company, that we are not
         acting on the Company's behalf and that we are an institutional
         accredited investor within the meaning of Rule 501(a)(1), (2), (3), or
         (7) under the Securities Act, who is purchasing notes with a principal
         amount of at least $250,000, and, if the notes are to be purchased for
         one or more accounts ("investor accounts") for which we are acting as a
         fiduciary or agent, each holder of these investor accounts is an
         institutional accredited investor, who is purchasing notes with a
         principal amount of at least $250,000, and we:

-    are acquiring the notes for investment, in the normal course of business,
     and not with a view to, or for offer or sale in connection with, any
     distribution thereof in violation of the Securities Act;

-    invest in or purchase securities similar to the notes and we have such
     knowledge and experience in financial and business matters that make us
     capable of evaluating the merits and risks of purchasing notes; and

-    are aware that we (or any of these investor accounts) may be required to
     bear the economic risk of an investment in the notes for an indefinite
     period of time and we (or that investor account) are able to bear this risk
     for an indefinite period.

-

                  (3)      We acknowledge that neither the Company nor the
initial purchasers nor any person representing the Company or the initial
purchasers has made any representation to us with respect to the Company or the
offering of the notes, other than the information contained in the Company's
offering memorandum relating to the notes. We represent that we are relying only
on such offering memorandum in making our investment decision with respect to
the notes. We acknowledge that no representation or warranty is made by the
initial purchasers as to the accuracy or completeness of the offering
memorandum. We agree that we have had access to such financial and other
information concerning the Company and the notes as we have deemed

                                      C-1-1
<PAGE>

necessary in connection with our decision to purchase notes, including an
opportunity to ask questions of and request information from the Company.

                  (4)      We represent that we are purchasing notes for our own
account, or for one or more investor accounts for which we are acting as a
fiduciary or agent, in each case for investment and not with a view to, or for
offer or sale in connection with, any distribution of the notes in violation of
the Securities Act, subject to any requirement of law that the disposition of
our property or the property of that investor account or accounts be at all
times within our or their control and subject to our or their ability to resell
the notes pursuant to Rule 144A, Regulation S or any other available exemption
from registration under the Securities Act. We agree on our own behalf and on
behalf of any investor account for which we are purchasing notes, and each
subsequent holder of the notes by its acceptance of the notes will agree, that
until the end of the Resale Restriction Period (as defined below), the notes may
be offered, sold, or otherwise transferred only: (i) to the Company; (ii) under
a registration statement that has been declared effective under the Securities
Act; (iii) for so long as the notes are eligible for resale under Rule 144A, to
a person the seller reasonably believes is a qualified institutional buyer that
is purchasing for its own account or for the account of another qualified
institutional buyer and to whom notice is given that the transfer is being made
in reliance on Rule 144A; (iv) through offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act; (v)
to an institutional accredited investor that is not a qualified institutional
buyer and that is acquiring the notes for its own account or for the account of
another institutional accredited investor for investment and not with a view to,
or for offer or sale in connection with, any distribution in violation of the
Securities Act, in each case in a minimum principal amount of notes of $250,000;
or (vi) under Rule 144 under the Securities Act or any other available exemption
from the registration requirements of the Securities Act; subject in each of the
above cases to any requirement of law that the disposition of the seller's
property or the property of an investor account or accounts be at all times
within the seller or account's control.

                  (5)      We also acknowledge that:

-    the above restrictions on resale will apply from the closing date of the
     sale of the notes until the date that is two years (other than in the case
     of notes sold pursuant to Regulation S) or 40 days (in the case of notes
     sold pursuant to Regulation S) after the later of the closing date and the
     last date that the Company or any of its affiliates was the owner of the
     notes or any predecessor of the notes (the "Resale Restriction Period"),
     and will not apply after the applicable Resale Restriction Period ends;

-    if a holder of notes proposes to resell or transfer notes under clause (v)
     of paragraph (4) above before the applicable Resale Restriction Period
     ends, the seller must deliver to the Company and the trustee a letter from
     the purchaser in the form set forth in the indenture which must provide,
     among other things, that the purchaser is an institutional accredited
     investor that is acquiring the notes not for distribution in violation of
     the Securities Act;

-    the Company and the trustee reserve the right to require in connection with
     any offer, sale or other transfer of notes under clauses (iv), (v) and (vi)
     of paragraph (4) above the delivery of an opinion of counsel,
     certifications and/or other information satisfactory to the Company and the
     Trustee; and

                                      C-1-2
<PAGE>

-    each note will contain one or more legends as required by the indenture and
     substantially to the effect set forth in the offering memorandum relating
     to the notes.

-

                  (6)      We acknowledge that the Company, the initial
purchasers, the trustee and others will rely upon the truth and accuracy of the
above acknowledgments, representations, warranties and agreements. We agree that
if any of the acknowledgments, representations, warranties and agreements deemed
to have been made by our purchase of the notes is no longer accurate, we will
promptly notify the Company and the initial purchasers. If we are acquiring any
notes as a fiduciary or agent for one or more investor accounts, we represent
that we have sole investment discretion with respect to each such account, that
we have full power to make the above acknowledgments, representations,
warranties and agreements on behalf of each such account, and that each such
account is eligible to purchase the notes.

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

                                                     Very truly yours,

                                                     By:________________________
                                                        Name:
                                                        Title:
Dated:__________________,___

                                     C-1-3
<PAGE>

                                                                     EXHIBIT C-2

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Certegy Inc.
11720 Amber Park Drive
Alpharetta, GA 30004
Facsimile: (678) 867-8102

Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, GA 30303
Facsimile: (404) 588-7335

Attn: Corporate Trust Administration

                  Re:      4.75% Notes due 2008

                  Reference is hereby made to the Indenture, dated as of
September 10, 2003 (the "Indenture"), between Certegy Inc., as issuer (the
"Company") and SunTrust Bank, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture

                  This certificate is delivered to request a transfer of
$_________ principal amount of the 4.75% Notes due 2008 (the "Notes") of the
Company.

                  Upon such transfer, the new beneficial owner will be as
follows:

                  Name: ___________________________________

                  Address: ________________________________

                  Taxpayer ID Number: _____________________

                  In connection with the proposed transfer to us of such Notes,
we represent and warrant to you that:

                  1.       We understand that any transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein

                                      C-2-1
<PAGE>

except in compliance with, such restrictions and conditions and the United
States Securities Act of 1933, as amended (the "Securities Act").

                  2.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) purchasing
for our own account or for the account of such an institutional "accredited
investor" at least $250,000 principal amount of the Notes, and we are acquiring
the Notes not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risk of our investment in the Notes and we invest in or purchase
securities similar to the Notes in the normal course of our business. We and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.

                  3.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional "accredited
investor," in each case in a minimum principal amount of Notes of $250,000 or
(f) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Company and the Trustee, which shall provide, among other
things, that the transferee is an institutional "accredited investor" (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
that it is acquiring such Notes for investment purposes and not for distribution
in violation of the Securities Act. Each purchaser acknowledges that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e)
or (f) above to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company and the Trustee.

                                      C-2-2
<PAGE>

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

                                                     [Insert Name of Transferee]

                                                     By:________________________
                                                        Name:
                                                        Title:
Dated:__________________,___

                                      C-2-3
<PAGE>

                                                                       EXHIBIT D

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                       TRANSFERS PURSUANT TO REGULATION S

Certegy Inc.
11720 Amber Park Drive
Alpharetta, GA  30004
Facsimile: (678) 867-8102

Attention: Michael T. Volkommer and Walter M. Korchun, Esq.

SunTrust Bank
25 Park Place, 24th Floor
Atlanta, GA 30303
Facsimile: (404) 588-7335

Attn: Corporate Trust Administration

                  Re:      4.75% Notes due 2008

                  Reference is hereby made to the Indenture, dated as of
September 10, 2003 (the "Indenture"), between Certegy Inc., as issuer (the
"Company") and SunTrust Bank, as trustee.

                  In connection with our proposed sale of $________ aggregate
principal amount of 4.75% Notes due 2008 (the "Notes") of the Company, we
confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, we represent that:

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

         (b)      either (i) at the time the buy order was originated, the
       transferee was outside the United States or we and any person acting on
       our behalf reasonably believed that the transferee was outside the
       United States or (ii) the transaction was executed in, on or through
       the facilities of a designated off-shore securities market and neither
       we nor any person acting on our behalf knows that the transaction has
       been pre-arranged with a buyer in the United States;

         (c)      no directed selling efforts have been made in the United

       States in contravention of the requirements of Rule 903(b) or Rule
       904(b) of Regulation S, as applicable; and

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

                                       D-1
<PAGE>

         In addition, if the sale is made during a restricted period, we
represent that the sale is not being made to a United States person or for the
account or benefit of a United States person.

         The Company and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings forth in Regulation S.

                                                  [Insert Name of Transferor]

                                                  By:___________________________
                                                  Name:

                                                  Title:

                                                  Authorized Signature

                                                  Signature Medallion Guaranteed

                                       D-2