<PAGE>

                                                                    Exhibit 4.22


                      CCC INFORMATION SERVICES GROUP INC.,
                                   AS ISSUER,

                                       AND

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE


                                    INDENTURE


                          DATED AS OF FEBRUARY 23, 2001


                         INCREASING RATE NOTES DUE 2006

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                                TABLE OF CONTENTS

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                                                                                                     PAGE
<S>                                                                                                  <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................2
         SECTION 1.1.      DEFINITIONS..................................................................2
         SECTION 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS........................................27
         SECTION 1.3.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................................27
         SECTION 1.4.      ACTS OF HOLDERS; RECORD DATES...............................................28
         SECTION 1.5.      NOTICES, ETC., TO TRUSTEE AND THE COMPANY...................................28
         SECTION 1.6.      NOTICE TO HOLDERS; WAIVER...................................................29
         SECTION 1.7.      CONFLICT WITH TRUST INDENTURE ACT...........................................29
         SECTION 1.8.      EFFECT OF HEADINGS AND TABLE OF CONTENTS....................................29
         SECTION 1.9.      SUCCESSORS AND ASSIGNS......................................................29
         SECTION 1.10.     SEPARABILITY CLAUSE.........................................................30
         SECTION 1.11.     BENEFITS OF INDENTURE.......................................................30
         SECTION 1.12.     GOVERNING LAW...............................................................30
         SECTION 1.13.     LEGAL HOLIDAYS..............................................................30
ARTICLE II NOTE FORMS..................................................................................30
         SECTION 2.1.      FORMS GENERALLY.............................................................30
         SECTION 2.2.      INITIAL ISSUANCE TO PROPERTY TRUSTEE........................................30
ARTICLE III THE NOTES..................................................................................31
         SECTION 3.1.      TITLE AND TERMS.............................................................31
         SECTION 3.2.      DENOMINATIONS...............................................................32
         SECTION 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING..............................32
         SECTION 3.4.      TEMPORARY NOTES.............................................................33
         SECTION 3.5.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.........................33
         SECTION 3.6.      MUTILATED, DESTROYED, LOST AND STOLEN NOTES.................................34
         SECTION 3.7.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..............................35
         SECTION 3.8.      PERSONS DEEMED OWNERS.......................................................35
         SECTION 3.9.      CANCELLATION................................................................36
         SECTION 3.10.     RIGHT OF SET OFF............................................................36
         SECTION 3.11.     CUSIP NUMBERS...............................................................36
         SECTION 3.12.     PAYING AGENT AND REGISTRAR..................................................36
         SECTION 3.13.     CALCULATION OF ORIGINAL ISSUE DISCOUNT......................................36
ARTICLE IV SATISFACTION AND DISCHARGE..................................................................36
         SECTION 4.1.      SATISFACTION AND DISCHARGE OF INDENTURE.....................................36


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         SECTION 4.2.      APPLICATION OF TRUST MONEY..................................................37
ARTICLE V REMEDIES.....................................................................................37
         SECTION 5.1.      INDENTURE EVENTS OF DEFAULT.................................................37
         SECTION 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........................38
         SECTION 5.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.............39
         SECTION 5.4.      TRUSTEE MAY FILE PROOFS OF CLAIM............................................40
         SECTION 5.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES......................40
         SECTION 5.6.      APPLICATION OF MONEY COLLECTED..............................................40
         SECTION 5.7.      LIMITATION ON SUITS.........................................................40
         SECTION 5.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST............41
         SECTION 5.9.      RESTORATION OF RIGHTS AND REMEDIES..........................................41
         SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE..............................................41
         SECTION 5.11.     DELAY OR OMISSION NOT WAIVER................................................42
         SECTION 5.12.     CONTROL BY HOLDERS..........................................................42
         SECTION 5.13.     WAIVER OF PAST DEFAULTS.....................................................42
         SECTION 5.14.     UNDERTAKING FOR COSTS.......................................................42
         SECTION 5.15.     ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES........................42
ARTICLE VI THE TRUSTEE.................................................................................43
         SECTION 6.1.      CERTAIN DUTIES AND RESPONSIBILITIES.........................................43
         SECTION 6.2.      NOTICE OF DEFAULTS..........................................................44
         SECTION 6.3.      CERTAIN RIGHTS OF TRUSTEE...................................................44
         SECTION 6.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES...........................45
         SECTION 6.5.      MAY HOLD NOTES..............................................................45
         SECTION 6.6.      MONEY HELD IN TRUST.........................................................45
         SECTION 6.7.      COMPENSATION AND REIMBURSEMENT..............................................45
         SECTION 6.8.      DISQUALIFICATION; CONFLICTING INTERESTS.....................................46
         SECTION 6.9.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.....................................46
         SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...........................46
         SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR......................................47
         SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.................47
         SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........................47
ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........................................48
         SECTION 7.1.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS...................48
         SECTION 7.2.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS......................48


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         SECTION 7.3.      REPORTS BY TRUSTEE..........................................................48
         SECTION 7.4.      REPORTS BY COMPANY..........................................................48
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................................49
         SECTION 8.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS........................49
         SECTION 8.2.      SUCCESSOR CORPORATION SUBSTITUTED...........................................50
ARTICLE IX SUPPLEMENTAL INDENTURES.....................................................................51
         SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................51
         SECTION 9.2.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................51
         SECTION 9.3.      EXECUTION OF SUPPLEMENTAL INDENTURES........................................52
         SECTION 9.4.      EFFECT OF SUPPLEMENTAL INDENTURES...........................................52
         SECTION 9.5.      REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES...............................53
ARTICLE X COVENANTS; REPRESENTATIONS AND WARRANTIES....................................................53
         SECTION 10.1.     PAYMENT OF PRINCIPAL AND INTEREST...........................................53
         SECTION 10.2.     MAINTENANCE OF OFFICE OR AGENCY.............................................53
         SECTION 10.3.     MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.................................53
         SECTION 10.4.     STATEMENT BY OFFICERS AS TO DEFAULT.........................................54
         SECTION 10.5.     PAYMENT OF EXPENSES OF THE TRUST............................................54
         SECTION 10.6.     LIMITATION ON INDEBTEDNESS..................................................55
         SECTION 10.7.     LIMITATION ON RESTRICTED PAYMENTS...........................................57
         SECTION 10.8.     LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES....58
         SECTION 10.9.     LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK..........................59
         SECTION 10.10.    LIMITATION ON AFFILIATE TRANSACTIONS........................................61
         SECTION 10.11.    LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
                           SUBSIDIARIES................................................................62
         SECTION 10.12.    LIMITATION ON LIENS.........................................................62
         SECTION 10.13.    LIMITATION ON SALE/LEASEBACK TRANSACTIONS...................................62
         SECTION 10.14.    DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.....................63
         SECTION 10.15.    OFFER TO REPURCHASE UPON CHANGE OF CONTROL..................................63
ARTICLE XI REDEMPTION AND PREPAYMENT...................................................................64
         SECTION 11.1.     OPTIONAL REDEMPTION.........................................................64
         SECTION 11.2.     TAX EVENT REDEMPTION........................................................64
         SECTION 11.3.     SELECTION OF NOTES TO BE REDEEMED...........................................65
         SECTION 11.4.     NOTICE OF REDEMPTION........................................................65


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         SECTION 11.5.     EFFECT OF NOTICE OF REDEMPTION..............................................66
         SECTION 11.6.     DEPOSIT OF REDEMPTION PRICE.................................................66
         SECTION 11.7.     NOTES REDEEMED IN PART......................................................67
         SECTION 11.8.     MANDATORY REDEMPTION........................................................67
         SECTION 11.9.     OFFER TO PURCHASE...........................................................67
ARTICLE XII SUBORDINATION OF NOTES.....................................................................68
         SECTION 12.1.     AGREEMENT TO SUBORDINATE....................................................68
         SECTION 12.2.     DEFAULT ON SENIOR DEBT......................................................69
         SECTION 12.3.     LIQUIDATION; DISSOLUTION; BANKRUPTCY........................................69
         SECTION 12.4.     SUBROGATION.................................................................70
         SECTION 12.5.     TRUSTEE TO EFFECTUATE SUBORDINATION.........................................71
         SECTION 12.6.     NOTICE BY THE COMPANY.......................................................71
         SECTION 12.7.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT...............................71
         SECTION 12.8.     SUBORDINATION MAY NOT BE IMPAIRED...........................................72
         SECTION 12.9.     SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN TRUST FOR HOLDERS..72
ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................72
         SECTION 13.1.     NO RECOURSE.................................................................72
ARTICLE XIV LEGAL DEFEASANCE AND COVENANT DEFEASANCE...................................................73
         SECTION 14.1.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE....................73
         SECTION 14.2.     LEGAL DEFEASANCE AND DISCHARGE..............................................73
         SECTION 14.3.     COVENANT DEFEASANCE.........................................................73
         SECTION 14.4.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..................................74
         SECTION 14.5.     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                           MISCELLANEOUS PROVISIONS....................................................75
         SECTION 14.6.     REPAYMENT TO COMPANY........................................................75
         SECTION 14.7.     REINSTATEMENT...............................................................76
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                                       iv
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          INDENTURE, dated as of February 23, 2001, between CCC Information
Services Group Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), having its principal office at World
Trade Center Chicago, 444 Merchandise Mart, Chicago, Illinois 60654, and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the
"Trustee").

                             RECITALS OF THE COMPANY

          WHEREAS, CCC Capital Trust, a Delaware business trust (the "Trust")
governed by the Amended and Restated Declaration of Trust, dated as of February
23, 2001 (the "Declaration"), by and among the Company, as sponsor, Wilmington
Trust Company, as property trustee and Delaware Trustee (the "Property Trustee"
and the "Delaware Trustee"), and Reid E. Simpson and Robert Guttman, as
Administrative Trustees, will issue and sell 15,000 Trust Preferred Securities
(the "Trust Preferred Securities") representing undivided beneficial interests
in the assets of the Trust, with a liquidation amount of $1,000 per Trust
Preferred Security, or $15,000,000 in the aggregate; and

          WHEREAS, the Trust will issue and sell to the Company 463.918 Trust
Common Securities (the "Trust Common Securities" and, together with the Trust
Preferred Securities, the "Trust Securities") representing undivided beneficial
interests in the assets of the Trust with a liquidation amount of $1,000 per
Trust Common Security, or $15,463,918 in the aggregate; and

          WHEREAS, pursuant to the Declaration, the Trust will use the proceeds
from the sale of the Trust Securities to purchase from the Company the
Increasing Rate Notes Due 2006 described in this Indenture in an aggregate
principal amount of $15,463,918 (the "Initial Notes"); and

          WHEREAS, in connection with the issuance and sale by the Trust of the
Trust Securities and the issuance and sale of the Initial Notes by the Company
to the Trust, the Company has agreed to irrevocably guarantee the payment in
full of the distributions on the Trust Securities, the amount payable upon
redemption of the Trust Securities and, generally, the liquidation preference of
the Trust Securities, to the extent the Trust has funds available therefor,
pursuant to the Trust Preferred Securities Guarantee of even date herewith by
the Company in favor of the holders of the Trust Preferred Securities and the
Trust Common Securities Guarantee of even date herewith by the Company in favor
of the holders of the Trust Common Securities (collectively, the "Company
Guarantee"); and

          WHEREAS, in accordance with this Indenture, interest on the Notes (as
defined herein) may be paid by the Company during certain periods and subject to
certain conditions, in the form of PIK Notes (as defined herein); and

          WHEREAS, the Company has duly authorized the creation of the Notes
this Indenture sets forth the terms and conditions thereof, and all things
necessary to make this Indenture a valid agreement of the Company, subject to
execution and delivery of this Indenture by the Company and the Trustee, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Initial Notes by the Holders (as defined herein) as provided for herein, it is
mutually agreed, for the equal and proportionate benefit of the Holders, as
follows:


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                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          SECTION 1.1.   DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

               (1)  the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

               (2)  all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

               (3)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and

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

          "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

          "Additional Assets" means:

          (1)  any property, plant or equipment, licenses or other intellectual
               property used or useful in a Related Business;

          (2)  the Capital Stock of a Person primarily engaged in a Related
               Business that becomes a Restricted Subsidiary as a result of the
               acquisition of such Capital Stock by the Company or another
               Restricted Subsidiary; or

          (3)  Capital Stock constituting a minority interest in any Person
               primarily engaged in a Related Business that at such time is a
               Restricted Subsidiary.

          "Additional Interest" has the meaning specified in Section 3.1.

          "Additional Payments" means Compounded Interest and Additional
Interest, if any.

          "Affiliate" of any specified Person means:

          (1)  any other Person, directly or indirectly, controlling or
               controlled by; or

          (2)  under direct or indirect common control with such specified
               Person.

For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. For purposes of the covenants set forth
in Sections 10.7, 10.9 and 10.10 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 5% or more of the total


                                       2
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voting power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

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

          "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "DISPOSITION"), of:

          (1)  any shares of Capital Stock of a Subsidiary by the Company or by
               any Restricted Subsidiary (other than directors' qualifying
               shares or shares required by applicable law to be held by a
               Person other than the Company or a Restricted Subsidiary);

          (2)  all or substantially all the assets of any division or line of
               business of the Company or any Restricted Subsidiary; or

          (3)  any other assets of the Company or any Restricted Subsidiary
               outside of the ordinary course of business;

Notwithstanding the preceding, the following items shall not be deemed to be
Asset Dispositions:

          (1)  a disposition by a Restricted Subsidiary to the Company or by the
               Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary;

          (2)  a disposition the making of which constitutes either a Restricted
               Payment permitted by Section 10.7 or a Permitted Investment;

          (3)  a disposition of assets with a fair market value of less than
               $2,500,000;

          (4)  a direct or indirect disposition of shares of the capital stock
               of (i) ChannelPoint or ChoiceParts or (ii) of any Person whose
               sole assets consist of Capital Stock of ChannelPoint or
               ChoiceParts;

          (5)  an issuance of Capital Stock by a Wholly-Owned Subsidiary to the
               Company or another Wholly-Owned Subsidiary;

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

          (7)  the sale or other disposition of cash or cash equivalents; or;

          (8)  the sale, lease or other disposition of property or equipment
               that has become worn out, damaged or otherwise unsuitable for use
               in the business of the Company or any of its Restricted
               Subsidiaries.

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value of the total obligations of
the lessee for rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or additional rent, on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges or


                                       3
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any amounts required to be paid by such lessee thereunder contingent upon the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges) during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended). Such present value shall be calculated using a discount rate
equal to the rate of interest implicit in such transaction, determined in good
faith by the Board of Directors.

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

          "Borrowing Base" means, as of any date, an amount equal to the sum of
(i) 85% of the face amount of all accounts receivable owned by the Company and
its Restricted Subsidiaries as of such date that are not more than 60 days past
due, and (ii) 50% of the book value of all fixed assets owned by the Company and
its Restricted Subsidiaries as of such date, calculated on a consolidated basis
and in accordance with GAAP. To the extent that information is not available as
to the amount of accounts receivable or fixed assets as of a specific date, the
Company may utilize the most recent available information for purposes of
calculating the Borrowing Base.

          "Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in Chicago, Illinois or in Wilmington, Delaware are
authorized or required by law to close.

          "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

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

          "Change of Control" means the occurrence of any of the following: (a)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" or "group" (as such terms are used in Section 13(d)(3) of
the Exchange Act) (whether or not otherwise in compliance with this Indenture);
(b) the adoption of a plan relating to the liquidation or dissolution of the
Company; (c) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" or "group"
(as such terms are used in Section 13(d)(3) of the Exchange Act), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), except
that a person or group shall be deemed to have "beneficial ownership" of all
securities that the person or group has the right to acquire, whether the right
is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition, directly or indirectly, of more than 50% of the Voting
Stock of the Company (measured by voting power rather than the number of
shares); or (d) the merger or consolidation of the Company or any of its
Subsidiaries with or into another Person or the merger of another Person with or
into the Company or any of its Subsidiaries, other than a transaction following
which in the case of a merger or consolidation transaction, securities that
represented 100% of the Voting Stock of the Company immediately prior to such
transaction (or other securities into which such securities


                                       4
<PAGE>

are converted as part of such merger or consolidation transaction) constitute at
least a majority of the voting power of the Voting Stock of the surviving Person
in such merger or consolidation transaction; or (e) the first day on which more
than a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

          "Change of Control Offer" has the meaning specified in Section 10.15.

          "Change of Control Payment" has the meaning specified in Section
10.15.

          "Change of Control Payment Date" has the meaning specified in Section
10.15.

          "ChannelPoint" means ChannelPoint, Inc., a Delaware corporation.

          "ChoiceParts" means ChoiceParts, LLC, a Delaware limited liability
company.

          "Closing Date" has the meaning specified in the Declaration.

          "Commission" means the United States Securities and Exchange
Commission.

          "Common Stock" includes any stock of any class of the Company which
has no preference with respect to dividends or to amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.

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

          "Company Guarantee" has the meaning specified in the Recitals to this
instrument.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President,
its Chief Financial Officer or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

          "Compounded Interest" has the meaning specified in Section 3.1.

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Restricted Subsidiaries (calculated on a
consolidated basis, without duplication) for such period determined in
accordance with GAAP, plus, to the extent not included in such total interest
expense, and to the extent Incurred by the Company or its Restricted
Subsidiaries, the following (calculated on a consolidated basis), without
duplication:

          (1)  interest expense attributable to Capital Leases and the interest
               expense imputed to Attributable Debt constituting part of a
               Sale/Leaseback Transaction;

          (2)  amortization of debt discount and debt issuance cost;

          (3)  capitalized interest;

          (4)  non-cash interest expenses;


                                       5
<PAGE>

          (5)  commissions, discounts and other fees and charges owed with
               respect to letters of credit and bankers' acceptance financing;

          (6)  net payments pursuant to Hedging Obligations;

          (7)  Preferred Stock dividends in respect of all Preferred Stock held
               by Persons other than the Company or a Wholly-Owned Subsidiary
               (other than dividends payable solely in Capital Stock (other than
               Disqualified Stock) of the issuer of such Preferred Stock);

          (8)  interest accruing on any Indebtedness of any other Person to the
               extent such Indebtedness is Guaranteed by (or secured by the
               assets of) the Company or any Restricted Subsidiary; and

          (9)  the cash contributions to any employee stock ownership plan or
               similar trust to the extent such contributions are used by such
               plan or trust to pay interest or fees to any Person (other than
               the Company) in connection with Indebtedness Incurred by such
               plan or trust.

          Notwithstanding anything in this definition to the contrary,
"Consolidated Interest Expense" shall not include any expense or other item to
the extent that the Incurrence or payment of such expense or other item resulted
in an increase in EBITDA as a result of any Investment Entity being the
recipient thereof.

          "Consolidated Leverage Ratio" as of any date of determination means
the ratio of (x) the aggregate amount of Indebtedness of the Company and its
Restricted Subsidiaries (calculated on a consolidated basis) as of such date of
determination to (y) EBITDA for the most recent four consecutive fiscal quarters
for which financial information is available preceding such date of
determination ending at least 45 days prior to such date of determination (the
"Reference Period"); PROVIDED, HOWEVER, that:

          (1)  if the Company or any Restricted Subsidiary has Incurred any
               Indebtedness since the end of the Reference Period that remains
               outstanding or if the transaction giving rise to the need to
               calculate the Consolidated Leverage Ratio is or involves an
               Incurrence of Indebtedness, or both, the amount of such
               Indebtedness shall be calculated after giving effect on a pro
               forma basis to (i) such Indebtedness as if such Indebtedness had
               been Incurred as of the end of the Reference Period and (ii) the
               discharge of any other Indebtedness repaid, repurchased, defeased
               or otherwise discharged with the proceeds of such new
               Indebtedness as if such discharge had occurred as of the end of
               the Reference Period;

          (2)  if since the end of the Reference Period any Indebtedness of the
               Company or any Restricted Subsidiary has been repaid,
               repurchased, defeased or otherwise discharged (other than
               Indebtedness under a revolving credit or similar arrangement
               unless such revolving credit Indebtedness has been permanently
               repaid and has not been replaced), Indebtedness as of the end of
               the Reference Period shall be calculated after giving effect on a
               pro forma basis as if such Indebtedness had been repaid,
               repurchased, defeased or otherwise discharged as of the end of
               the Reference Period;

          (3)  if the Company or any Restricted Subsidiary (or Investment
               Entity, if applicable) has repaid, repurchased, defeased or
               otherwise discharged any


                                       6
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               Indebtedness that was outstanding as of the end of the fiscal
               quarter immediately prior to the commencement of the Reference
               Period or if any Indebtedness is to be repaid, repurchased,
               defeased or otherwise discharged on the date of the transaction
               giving rise to the need to calculate the Consolidated Leverage
               Ratio, the aggregate amount of Indebtedness shall be calculated
               on a PRO FORMA basis and EBITDA shall be calculated (A) as if the
               Company or such Restricted Subsidiary (or Investment Entity, if
               applicable) had not earned the interest income, if any, actually
               earned during the Reference Period in respect of cash or
               Temporary Cash Investments used to repay, repurchase, defease or
               otherwise discharge such Indebtedness and (B) as if the
               Investment Entity, if applicable, had not Incurred interest
               expense during the Reference Period in respect of such
               Indebtedness;

          (4)  if since the beginning of the Reference Period the Company, any
               Restricted Subsidiary shall have made any Asset Disposition (or
               any Investment Entity has made any disposition that would
               constitute an Asset Disposition if such Investment Entity were a
               Restricted Subsidiary), EBITDA for the Reference Period shall be
               (a) reduced, if applicable, by the amount that EBITDA for the
               Reference Period (but for this adjustment) was increased as a
               result of the assets which are the subject of such Asset
               Disposition or (b) increased, if applicable, by the amount that
               EBITDA for the Reference Period (but for this adjustment) was
               decreased as a result of the assets which are the subject of such
               Asset Disposition (or other applicable disposition);

          (5)  if since the beginning of the Reference Period the Company or any
               Restricted Subsidiary (by merger or otherwise) shall have made an
               Investment in any Restricted Subsidiary (or any Person which
               becomes a Restricted Subsidiary) or the Company, any Restricted
               Subsidiary or, if applicable, any Investment Entity shall have
               made an acquisition of assets which, in any case, constitutes all
               or substantially all of an operating unit of a business (or if
               any such Investment or acquisition is the transaction giving rise
               to the need to calculate the Consolidated Leverage Ratio), EBITDA
               for the Reference Period shall be calculated after giving PRO
               FORMA effect thereto as if such Investment or acquisition
               occurred on the first day of the Reference Period, including the
               Incurrence of any Indebtedness and cost savings resulting from
               employee termination, facilities consolidations and closings,
               standardization of employee benefits and compensation practices,
               consolidation of property, casualty and other insurance coverage
               and policies, standardization of sales representation commissions
               and other contract rates, and reductions in taxes other than
               income taxes or other cost saving measures (collectively, "Cost
               Savings Measures"), which cost savings the Company reasonably
               believes in good faith could have been achieved during the
               Reference Period as a result of such transaction (provided that
               all such cost savings could then be reflected in pro forma
               financial statements prepared in accordance with Regulation S-X
               promulgated by the Commission), less the amount of any additional
               expenses that the Company reasonably estimates would result from
               anticipated replacement of any items constituting Cost Savings
               Measures in connection with such transaction; and

          (6)  if since the beginning of the Reference Period any Person (that
               subsequently became a Restricted Subsidiary or Investment Entity
               or was merged with or into the Company, any Restricted Subsidiary
               or any Investment Entity since the beginning of such Reference
               Period) shall have made any Asset Disposition (or in the case of
               any Investment Entity, a disposition that would constitute an
               Asset


                                       7
<PAGE>

               Disposition if such Investment Entity were a Restricted
               Subsidiary), any Investment or acquisition of assets that
               would have required an adjustment pursuant to clause (4) or
               (5) above if made by the Company, a Restricted Subsidiary or
               an Investment Entity, as applicable, during the Reference
               Period, EBITDA for the Reference Period shall be calculated
               after giving PRO FORMA effect thereto as if such Asset
               Disposition (or other applicable disposition), Investment or
               acquisition occurred on the first day of the Reference Period,
               including the Incurrence of any Indebtedness and cost savings
               resulting from Cost Savings Measures, which cost savings the
               Company reasonably believes in good faith could have been
               achieved during the Reference Period as a result of such
               transaction (provided that all such cost savings could then be
               reflected in pro forma financial statements prepared in
               accordance with Regulation S-X promulgated by the Commission),
               less the amount of any additional expenses that the Company
               reasonably estimates would result from anticipated replacement
               of any items constituting Cost Savings Measures in connection
               with such transaction.

          "Consolidated Net Income" means, for any period, the net income of the
Company and its Restricted Subsidiaries (calculated on a consolidated basis)
(and, only to the extent specifically described below, the net income of the
Investment Entities); PROVIDED, HOWEVER, that there shall not be included in
such Consolidated Net Income:

          (1)  any net income of any Person who at the time of such calculation
               is an Investment Entity, except that:

               (A)  subject to the exclusion contained in clause (4) below, the
                    Company's equity in the net income of any such Investment
                    Entity for such period shall be included in such
                    Consolidated Net Income up to the aggregate amount of cash
                    actually distributed by such Investment Entity during such
                    period to the Company or a Restricted Subsidiary as a
                    dividend or other distribution (subject, in the case of a
                    dividend or other distribution paid to a Restricted
                    Subsidiary, to the limitations contained in clause (3)
                    below); and

               (B)  the Company's equity in a net loss attributable to the
                    Company's actual percentage equity ownership interest in
                    any such Investment Entity for such period shall be
                    included in determining such Consolidated Net Income;
                    provided, HOWEVER, that the Company's equity in a net
                    loss of any such Investment Entity in excess of the net
                    loss attributable to the Company's actual percentage
                    equity ownership interest in such Investment Entity
                    (without giving effect to any conversion rights, options
                    or other rights to acquire additional equity in such
                    Investment Entity) for such period shall not be included
                    in determining such Consolidated Net Income;

          (2)  any net income (or loss) of any Person acquired by the Company or
               by a Person who at the time of such calculation is a Restricted
               Subsidiary (or to the extent relevant for any calculation
               pursuant to clauses (1)(A) or (1)(B) above, any Person acquired
               by any Investment Entity) in a pooling of interests transaction
               for any period prior to the date of such acquisition;


                                       8
<PAGE>

          (3)  any net income of any Person who at the time of such calculation
               is a Restricted Subsidiary if such Restricted Subsidiary is
               subject to restrictions, directly or indirectly, on the payment
               of dividends or the making of distributions by such Restricted
               Subsidiary, directly or indirectly, to the Company, except that:

               (A)  subject to the exclusion contained in clause (4) below, the
                    Company's equity in the net income of any such Restricted
                    Subsidiary for such period shall be included in such
                    Consolidated Net Income up to the aggregate amount of cash
                    actually distributed by such Restricted Subsidiary during
                    such period to the Company or another Restricted Subsidiary
                    as a dividend or other distribution (subject, in the case of
                    a dividend or other distribution paid to another Restricted
                    Subsidiary, to the limitation contained in this clause); and

               (B)  the Company's equity in a net loss of any Restricted
                    Subsidiary for such period shall be included in determining
                    such Consolidated Net Income;

          (4)  any gain (but not loss) realized upon the sale or other
               disposition of any assets of the Company or its Restricted
               Subsidiaries (or to the extent relevant for any calculation
               pursuant to clauses (1)(A) or (1)(B) above, any assets of any
               Investment Entity) (including pursuant to any sale-and-leaseback
               arrangement) which is not sold or otherwise disposed of in the
               ordinary course of business and any gain (but not loss) realized
               upon the sale or other disposition of any Capital Stock of any
               Person;

          (5)  extraordinary gains or losses; and

          (6)  the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purposes of Section 10.7 only, there
shall be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under Section 10.7(a)(3)(D).

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
on the date of this Indenture, or (b) was nominated for election or elected to
the Board of Directors with the approval of a majority of the Continuing
Directors who were members of the Board of Directors at the time of such
nomination or election.

          "Corporate Trust Office" means the principal office of the Trustee in
Wilmington, Delaware, at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

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


                                       9
<PAGE>

such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced with other such debt
facilities in whole or in part from time to time.

          "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.

          "Declaration" has the meaning specified in the Recitals to this
instrument.

          "Declaration Event of Default" means a "Declaration Event of Default"
as defined in the Declaration.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Indenture Event of Default.

          "Defaulted Interest" has the meaning specified in Section 3.7.

          "Delaware Trustee" has the meaning specified in the Recitals to this
instrument.

          "Direct Action" means a proceeding directly instituted by a holder of
Trust Preferred Securities for enforcement of payment to such holder of the
principal of or interest on the Notes having a principal amount equal to the
aggregate liquidation amount of the Trust Preferred Securities of such holder on
or after the respective due date specified in the Notes, if a Declaration Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Company to pay interest or principal on the Notes on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date.)

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon
the happening of any event:

          (1)  matures or is mandatorily redeemable pursuant to a sinking fund
               obligation or otherwise;

          (2)  is convertible or exchangeable at the option of the holder for
               Indebtedness or Disqualified Stock; or

          (3)  is mandatorily redeemable or must be purchased upon the
               occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to 90 days following the Stated Maturity of the Notes;
PROVIDED, HOWEVER, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated Maturity of
the Notes shall not constitute Disqualified Stock if any such requirement (i)
only becomes operative after compliance with such terms applicable to the Notes,
including the purchase of any Notes tendered pursuant thereto or (ii) provides
that the Company may not repurchase or redeem any such Disqualified Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 10.7.

          "Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Declaration, and the Notes held by the


                                       10
<PAGE>

Property Trustee are to be distributed to the holders of Trust Securities pro
rata in accordance with the Declaration.

          "Dissolution Tax Opinion" has the meaning specified in the
Declaration.

          "DriveLogic Business" means the Company's e-commerce business
conducted under the trade name DriveLogic, Inc.

          "EBITDA" for any period means the sum of Consolidated Net Income, plus
the following to the extent deducted in calculating such Consolidated Net
Income:

          (1)  income tax expense of the Company and its consolidated Restricted
               Subsidiaries (and any Investment Entity to the extent such
               contributed to any net loss of such Investment Entity);

          (2)  Consolidated Interest Expense;

          (3)  depreciation and amortization expense of the Company and its
               consolidated Restricted Subsidiaries (and any Investment Entity
               to the extent such contributed to any net loss of such Investment
               Entity);

          (4)  other non-cash charges of the Company and its consolidated
               Restricted Subsidiaries (and any Investment Entity to the extent
               such contributed to any net loss of such Investment Entity),
               excluding any such non-cash charge to the extent that it
               represents an accrual of or reserve for cash expenditures in any
               future period;

          (5)  with respect to any calculation for any of the first three fiscal
               quarters of the Company's fiscal year 2000, the Specified
               DriveLogic Operating Losses and the Specified International
               Business Operating Losses Incurred during any such fiscal
               quarter;

          (6)  with respect to any calculation for the fourth fiscal quarter of
               the Company's fiscal year 2000, up to an aggregate of $15,000,000
               of (i) the Specified DriveLogic Operating Losses and (ii) the
               Specified International Business Operating Losses Incurred during
               such fiscal quarter; and

          (7)  with respect to any calculation for any fiscal quarter of the
               Company's fiscal year 2001 or the first two fiscal quarters of
               the Company's fiscal year 2002, up to an aggregate of $25,000,000
               of (i) the Specified DriveLogic Operating Losses and (ii) the
               Specified International Business Operating Losses Incurred during
               any such fiscal quarters (it being understood and agreed that
               once such $25,000,000 threshold has been reached, this clause
               will have no further effect with respect to any fiscal quarter
               thereafter);

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the


                                       11
<PAGE>

terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in:

          (1)  the opinions and pronouncements of the Accounting Principles
               Board of the American Institute of Certified Public Accountants;

          (2)  statements and pronouncements of the Financial Accounting
               Standards Board;

          (3)  such other statements by such other entity as approved by a
               significant segment of the accounting profession; and

          (4)  the rules and regulations of the SEC governing the inclusion of
               financial statements (including PRO FORMA financial statements)
               in periodic reports required to be filed pursuant to Section 13
               of the Exchange Act, including opinions and pronouncements in
               staff accounting bulletins and similar written statements from
               the accounting staff of the SEC.

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

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

          (1)  to purchase or pay (or advance or supply funds for the purchase
               or payment of) such Indebtedness of such Person (whether arising
               by virtue of partnership arrangements, or by agreements to
               keep-well, to purchase assets, goods, securities or services, to
               take-or-pay or to maintain financial statement conditions or
               otherwise); or

          (2)  entered into for the purpose of assuring in any other manner the
               obligee of such Indebtedness of the payment thereof or to protect
               such obligee against loss in respect thereof (in whole or in
               part);

PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be


                                       12
<PAGE>

Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. The accretion
of principal of a non-interest bearing or other discount security shall not be
deemed the Incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

          (1)  the principal in respect of (A) indebtedness of such Person for
               money borrowed and (B) indebtedness evidenced by notes,
               debentures, bonds or other similar instruments for the payment of
               which such Person is responsible or liable, including, in each
               case, any premium on such indebtedness to the extent such premium
               has become due and payable;

          (2)  all Capital Lease Obligations of such Person and all Attributable
               Debt in respect of Sale/Leaseback Transactions entered into by
               such Person;

          (3)  all obligations of such Person issued or assumed as the deferred
               purchase price of property, all conditional sale obligations of
               such Person and all obligations of such Person under any title
               retention agreement (but excluding trade accounts payable arising
               in the ordinary course of business);

          (4)  all obligations of such Person for the reimbursement of any
               obligor on any letter of credit, banker's acceptance or similar
               credit transaction (other than obligations with respect to
               letters of credit securing obligations (other than obligations
               described in clauses (1) through (3) above) entered into in the
               ordinary course of business of such Person to the extent such
               letters of credit are not drawn upon or, if and to the extent
               drawn upon, such drawing is reimbursed no later than the tenth
               Business Day following payment on the letter of credit);

          (5)  the amount of all obligations of such Person with respect to the
               redemption, repayment or other repurchase of any Disqualified
               Stock of such Person or, with respect to any Preferred Stock of
               any Subsidiary of such Person, the principal amount of such
               Preferred Stock to be determined in accordance with the Indenture
               (but excluding, in each case, any accrued dividends);

          (6)  all obligations of the type referred to in clauses (1) through
               (5) of other Persons and all dividends of other Persons for the
               payment of which, in either case, such Person is responsible or
               liable, directly or indirectly, as obligor, guarantor or
               otherwise, including by means of any Guarantee;

          (7)  all obligations of the type referred to in clauses (1) through
               (6) of other Persons secured by any Lien on any property or asset
               of such Person (whether or not such obligation is assumed by such
               Person), the amount of such obligation being deemed to be the
               lesser of the value of such property or assets and the amount of
               the obligation so secured; and

          (8)  to the extent not otherwise included in this definition, Hedging
               Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" will exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance


                                       13
<PAGE>

sheet or such payment depends on the performance of such business after the
closing; PROVIDED, HOWEVER, that, at the time of closing, the amount of any such
payment is not determinable; PROVIDED, FURTHER, if such payment thereafter
becomes fixed and determined and the amount is not paid within 30 days
thereafter, such amount will be deemed to constitute "Indebtedness" upon the
expiration of such 30 day period. Notwithstanding anything in this Indenture to
the contrary, "Indebtedness" of the Company will be deemed to include the
aggregate principal amount of the Notes.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

          "Indenture Event of Default" has the meaning specified in Section 5.1.

          "Initial Notes" has the meaning specified in the Recitals to this
instrument.

          "Interest Payment Date" has the meaning specified in Section 3.1.

          "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

          "International Business" means the businesses conducted as of the date
of this Indenture by or through CCC International Holdings, Subsidiaries of CCC
International Holdings and Investment Entities in which CCC International
Holdings has any direct or indirect interest.

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person; PROVIDED that, reasonable commission,
travel, moving and similar advances to officers and employees made in the
ordinary course of business shall not constitute Investments. Except as
otherwise provided for herein, the amount of an Investment shall be its fair
value at the time the Investment is made and without giving effect to subsequent
changes in value.

          For purposes of the definition of "Unrestricted Subsidiary," the
definition of "Restricted Payment," Section 10.7 and Section 10.14:

          (1)  In the case of an Investment deemed to be made at the time a
               Restricted Subsidiary is designated as an Unrestricted Subsidiary
               in accordance with Section 10.14, all outstanding Investments in
               any such Subsidiary will be valued at the greater of (i) their
               fair market value at the time of such designation or (ii) the
               aggregate cash or other property contributed to such Subsidiary
               by the Company and any Restricted Subsidiaries (in the case of
               non-cash property, valued at the time of the applicable
               contribution);


                                       14
<PAGE>

          (2)  any property transferred to or from an Unrestricted Subsidiary
               shall be valued at its fair market value at the time of such
               transfer, in each case as determined by the Board of Directors.

          "Investment Company Event" has the meaning specified in the
Declaration.

          "Investment Entity" means any Unrestricted Subsidiary and any other
Person (other than a Restricted Subsidiary) if the Company or any of its
Restricted Subsidiaries, directly or indirectly, has any equity in the net
income or net losses of such Person.

          "Issue Date" means the date on which the Initial Notes are originally
issued.

          "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 (other than precautionary filings made with respect
to operating leases and sales of receivables), or equivalent statutes, of any
jurisdiction, other than any lease properly classified as an operating lease
under GAAP or intellectual property licensing agreements.

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

          "Ministerial Action" means a ministerial action such as filing a form
or making an election, or pursuing some other reasonable measure which, in the
reasonable judgment of the Company, has or will cause no adverse effect on the
Company, the Trust or the Holders of the Trust Securities and will involve no
material cost.

          "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of:

          (1)  all legal, title and recording tax expenses, commissions and
               other fees and expenses Incurred, and all Federal, state,
               provincial, foreign and local taxes required to be accrued as a
               liability under GAAP, as a consequence of such Asset Disposition;

          (2)  all payments made on any Indebtedness which is secured by any
               assets subject to such Asset Disposition, in accordance with the
               terms of any Lien upon or other security agreement of any kind
               with respect to such assets, or which must by its terms, or in
               order to obtain a necessary consent to such Asset Disposition, or
               by applicable law, be repaid out of the proceeds from such Asset
               Disposition;

          (3)  all distributions and other payments required to be made to
               minority interest holders in Restricted Subsidiaries or joint
               ventures as a result of such Asset Disposition; and


                                       15
<PAGE>

          (4)  the deduction of appropriate amounts provided by the seller as a
               reserve, in accordance with GAAP, against any liabilities
               associated with the property or other assets disposed in such
               Asset Disposition and retained by the Company or any Restricted
               Subsidiary after such Asset Disposition.

          "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock or sale of assets, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "90-Day Period" has the meaning specified in Section 11.2.

          "Notes" means the Initial Notes, the PIK Notes and any other notes
issued pursuant to the terms of this Indenture.

          "No Recognition Opinion" has the meaning specified in the Declaration.

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

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.4 shall be the principal executive, financial or
accounting officer of the Company.

          "Opinion of Counsel" means a written opinion of counsel, who may be
internal or outside counsel for the Company, and who shall be acceptable to the
Trustee.

          "Outstanding," when used with respect to Notes, means, as of the date
of determination, all Notes theretofore authenticated and delivered under this
Indenture, except: (i) Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation; (ii) with respect to a determination made as of a
Redemption Date or as of the Stated Maturity with respect to any particular
Notes, Notes to be redeemed or paid, as applicable, on such date for whose
redemption or payment money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Notes; and (iii) Notes that have
been paid pursuant to Section 3.6 or in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this Indenture, other
than any such Notes with respect to which there shall have been presented to the
Trustee proof satisfactory to it that such Notes are held by a bona fide
purchaser in whose hands such Notes are valid obligations of the Company,
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee knows to be so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Notes and that
the pledgee is not the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor.


                                       16
<PAGE>

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

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

          (1)  the Company, a Restricted Subsidiary or a Person that will, upon
               the making of such Investment, become a Restricted Subsidiary
               primarily engaged in a Related Business;

          (2)  another Person if as a result of such Investment such other
               Person is merged or consolidated with or into, or transfers or
               conveys all or substantially all its assets to, the Company or a
               Restricted Subsidiary; PROVIDED such Person is primarily engaged
               in a Related Business;

          (3)  cash and Temporary Cash Investments;

          (4)  receivables owing to the Company or any Restricted Subsidiary if
               created or acquired in the ordinary course of business and
               payable or dischargeable in accordance with customary trade
               terms; PROVIDED, HOWEVER, that such trade terms may include such
               concessionary trade terms as the Company or any such Restricted
               Subsidiary deems reasonable under the circumstances;

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

          (6)  loans or advances to employees made in the ordinary course of
               business consistent with past practices of the Company or such
               Restricted Subsidiary;

          (7)  stock, obligations or securities received in settlement of debts
               created in the ordinary course of business and owing to the
               Company or any Restricted Subsidiary or in satisfaction of
               judgments;

          (8)  any Person to the extent such Investment represents the non-cash
               portion of the consideration received for an Asset Disposition as
               permitted pursuant to Section 10.9;

          (9)  any Investment acquired by the Company or any of its Restricted
               Subsidiaries (a) in exchange for any other Investment or accounts
               receivable held by the Company or any such Restricted Subsidiary
               in connection with or as a result of a bankruptcy, workout,
               reorganization or recapitalization of the issuer of such other
               Investment or accounts receivable or (b) as a result of a
               foreclosure by the Company or any of its Restricted Subsidiaries
               with respect to any secured Investment or other transfer of title
               with respect to any secured Investment in default;

          (10) any Investment in the International Business in an amount not to
               exceed $10.0 million in the aggregate;

          (11) any Investment in ChoiceParts in an amount not to exceed $10.0
               million in the aggregate;


                                       17
<PAGE>

          (12) any Investment made or deemed made as a result of an Investment
               existing as of the Issue Date, and any amendment, modification,
               extension or renewal of an Investment to the extent such
               amendment, modification, extension or renewal does not require
               the Company or any Restricted Subsidiary to make any additional
               cash or non-cash payments in connection therewith;

          (13) any Investment consisting of a Guarantee permitted under clause
               (3) Section 10.6(b) hereof;

          (14) any acquisition of assets solely in exchange for the issuance of
               Capital Stock of the Company;

          (15) Hedging Obligations; and

          (16) other Investments, in addition to those in clauses (1) through
               (15) of this definition, in any Person, having an aggregate fair
               market value, when taken together with all other Investments made
               pursuant to this clause (16) since the date of this Indenture,
               not to exceed $10.0 million at any one time outstanding.

          "Permitted Liens" means, with respect to any Person:

          (1)  Liens securing any Senior Debt or Indebtedness of a Restricted
               Subsidiary;

          (2)  pledges or deposits by such Person under worker's compensation
               laws, unemployment insurance laws or similar legislation, or good
               faith deposits in connection with bids, tenders, contracts (other
               than for the payment of Indebtedness) or leases to which such
               Person is a party, or deposits to secure public or statutory
               obligations of such Person or deposits of cash or United States
               government bonds to secure surety or appeal bonds to which such
               Person is a party, or deposits as security for contested taxes or
               import duties or for the payment of rent, in each case Incurred
               in the ordinary course of business;

          (3)  Liens imposed by law, such as carriers', warehousemen's and
               mechanics' Liens, in each case for sums not yet due or being
               contested in good faith by appropriate proceedings or other Liens
               arising out of judgments or awards against such Person with
               respect to which such Person shall then be proceeding with an
               appeal or other proceedings for review and Liens arising solely
               by virtue of any statutory or common law provision relating to
               banker's Liens, rights of set-off or similar rights and remedies
               as to deposit accounts or other funds maintained with a creditor
               depository institution;

          (4)  Liens for taxes, assessments or governmental charges or claims
               that are not yet delinquent or that are being contested in good
               faith by appropriate proceedings promptly instituted and
               diligently conducted and for which an appropriate reserve or
               provision shall have been made in accordance with generally
               accepted accounting principles consistent applied;

          (5)  Liens in favor of issuers of surety bonds or letters of credit
               issued pursuant to the request of and for the account of such
               Person in the ordinary course of its business;


                                       18
<PAGE>

          (6)  minor survey exceptions, minor encumbrances, easements or
               reservations of, or rights of others for, licenses,
               rights-of-way, sewers, electric lines, telegraph and telephone
               lines and other similar purposes, or zoning or other restrictions
               as to the use of real property or Liens incidental to the conduct
               of the business of such Person or to the ownership of its
               properties which were not Incurred in connection with
               Indebtedness and which do not in the aggregate materially
               adversely affect the value of said properties or materially
               impair their use in the operation of the business of such Person;

          (7)  Liens securing Indebtedness Incurred to finance the construction,
               purchase or lease of, or repairs, improvements or additions to,
               property, plant or equipment of such Person; PROVIDED, HOWEVER,
               that the Lien may not extend to any other property owned by such
               Person or any of its Restricted Subsidiaries at the time the Lien
               is Incurred (other than assets and property affixed or
               appurtenant thereto), and the Indebtedness (other than any
               interest thereon) secured by the Lien may not be Incurred more
               than 365 days after the later of the acquisition, completion of
               construction, repair, improvement, addition or commencement of
               full operation of the property subject to the Lien;

          (8)  Liens existing on the Issue Date;

          (9)  Liens on property or shares of Capital Stock of another Person at
               the time such other Person becomes a Subsidiary of such Person;
               PROVIDED, HOWEVER, that the Liens may not extend to any other
               property owned by such Person or any of its Restricted
               Subsidiaries (other than assets and property affixed or
               appurtenant thereto);

          (10) Liens on property at the time such Person or any of its
               Subsidiaries acquires the property, including any acquisition by
               means of a merger or consolidation with or into such Person or a
               Subsidiary of such Person; PROVIDED, HOWEVER, that the Liens may
               not extend to any other property owned by such Person or any of
               its Restricted Subsidiaries (other than assets and property
               affixed or appurtenant thereto);

          (11) Liens securing Indebtedness or other obligations of a Subsidiary
               of such Person owing to such Person or a wholly-owned Subsidiary
               of such Person;

          (12) Liens securing Hedging Obligations so long as such Hedging
               Obligations relate to Indebtedness that is, and is permitted to
               be under the Indenture, secured by a Lien on the same property
               securing such Hedging Obligations; and

          (13) Liens resulting from the pledge by the Company of Capital Stock
               in a Restricted Subsidiary in connection with a Credit Facility
               or in an Unrestricted Subsidiary in an circumstance, where
               recourse to the Company is limited to the value of the Capital
               Stock so pledged;

          (14) leases or subleases granted to third Persons;

          (15) deposits made in the ordinary course of business to secure
               liability to insurance carriers;


                                       19
<PAGE>

          (16) attachment or judgment Liens not giving rise to a Default or an
               Event of Default;

          (17) any interest or title of a lessor under any capital lease or
               operating lease;

          (18) other Liens, in addition to those described in this definition,
               securing Indebtedness of the Company in an amount not to exceed
               $5.0 million at any time outstanding;

          (19) Liens to secure any Refinancing (or successive Refinancings) as a
               whole, or in part, of any Indebtedness secured by any Lien
               referred to in the foregoing clause (1) through (18).

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

          "PIK Notes" have the meaning specified in Section 3.1.

          "Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

          "Principals" means White River Ventures, Inc. and Capricorn Investors
II, L.P.

          "Property Trustee" has the meaning specified in the Declaration.

          "pro rata," when used with respect to any payment, distribution or
treatment of the Notes, shall mean pro rata to each Holder of Notes according to
the aggregate principal amount of the Notes Outstanding, provided that in the
event any Notes are held by the Company and an Indenture Event of Default has
occurred and is continuing, any funds available for such payment shall first be
paid to each Holder of the Notes (other than the Company) pro rata according to
the aggregate principal amount of the Notes held by each such Holder relative to
the aggregate principal amount of all Notes Outstanding and held by such
Holders, and only after satisfaction of all amounts owed to such Holders of the
Notes (other than the Company), any additional funds available for such payment
shall be made to the Company thereof pro rata according to the aggregate
principal amount of Notes held by them.

          "Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

          "Redemption Price," when used with respect to any Note to be redeemed,
means 100% of the principal amount of such Note.

          "Redemption Tax Event" has the meaning specified in Section 11.2.

          "Redemption Tax Opinion" has the meaning set forth in the Declaration.

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.


                                       20
<PAGE>

          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that:

          (1)  such Refinancing Indebtedness has a Stated Maturity no earlier
               than the Stated Maturity of the Indebtedness being Refinanced;

          (2)  such Refinancing Indebtedness has a Weighted Average Life to
               Maturity at the time such Refinancing Indebtedness is Incurred
               that is equal to or greater than the Weighted Average Life to
               Maturity of the Indebtedness being Refinanced; and

          (3)  such Refinancing Indebtedness has an aggregate principal amount
               (or if Incurred with original issue discount, an aggregate issue
               price) that is equal to or less than the aggregate principal
               amount (or if Incurred with original issue discount, the
               aggregate accreted value) then outstanding or committed (plus
               fees and expenses, including any premium and defeasance costs)
               under the Indebtedness being Refinanced;

PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company.

          "Register" and "Registrar" have the respective meanings specified in
Section 3.5.

          "Regular Record Date" has the meaning specified in Section 3.1.

          "Related Business" means:

          (1)  any business in which the Company, any of its Subsidiaries or any
               of its Investment Entities is engaged, or has publicly announced
               its intention to engage in, on or prior to the date of this
               Indenture;

          (2)  any business similar or related to the businesses described in
               (1) above, including, but not limited to, any business which
               utilizes the Internet, wireless technology and/or other mode of
               communication in connection with the exchange or sale of
               products, service or data relating to (i) the maintenance or
               repair of motorized vehicles and other products in the
               transportation industry and (ii) the insurance industries'
               involvement in the activities described in subsection (i) above;
               or

          (3)  any reasonable extension of such businesses.

          "Related Party" means:

          (1)  any controlling stockholder, 80% (or more) owned Subsidiary, or
               immediate family member (in the case of an individual) or any
               Principal; or

          (2)  any trust, corporation, partnership or other entity, whose
               beneficiaries, stockholders, partners, owners or Persons
               beneficially holding an 80% or more controlling interest of such
               entity consist of any one or more Principals and/or such other
               Persons referred to in the immediately preceding clause (1).


                                       21
<PAGE>

          "Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller 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.

          "Restricted Payment" with respect to any Person means:

          (1)  the declaration or payment of any dividends or any other
               distributions of any sort in respect of its Capital Stock
               (including any payment in connection with any merger or
               consolidation involving such Person) or similar payment to the
               direct or indirect holders of its Capital Stock (other than (a)
               dividends or distributions payable solely in its Capital Stock
               (other than Disqualified Stock), (b) dividends or distributions
               payable solely to the Company or a Wholly-Owned Subsidiary and
               (c) dividends or distributions payable solely in Capital Stock
               of, or options to acquire Capital Stock of, ChannelPoint or
               ChoiceParts or any person whose sole assets consist of Capital
               Stock of ChannelPoint or ChoiceParts);

          (2)  the purchase, redemption or other acquisition or retirement for
               value of any Capital Stock of the Company or of a Restricted
               Subsidiary held by any Affiliate of the Company (other than a
               Restricted Subsidiary), including the exercise of any option to
               exchange any Capital Stock (other than into Capital Stock of the
               Company that is not Disqualified Stock);

          (3)  the purchase, repurchase, redemption, defeasance or other
               acquisition or retirement for value, prior to scheduled maturity,
               scheduled repayment or scheduled sinking fund payment of any
               Subordinated Obligations of such Person (other than the purchase,
               repurchase or other acquisition of Subordinated Obligations
               purchased in anticipation of satisfying a sinking fund
               obligation, principal installment or final maturity, in each case
               due within one year of the date of such purchase, repurchase or
               other acquisition); or

          (4)  the making of any Investment (other than a Permitted Investment)
               in any Person.

          "Restricted Securities Legend" has the meaning specified in Section
2.2.

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

          "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person (except for temporary leases of
a term of not more than four years).

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


                                       22
<PAGE>

          "Securities Purchase Agreement" means the Securities Purchase
Agreement of even date herewith by and among the Company, the Trust and the
purchaser listed therein.

          "Senior Credit Facility" means the Amended and Restated Credit
Facility Agreement, dated as of October 29, 1998, by and among the Company and
lenders that are parties thereto and LaSalle National Bank (as administrative
agent and issuing bank).

          "Senior Debt" means:

          (1)  all Indebtedness of the Company or any Restricted Subsidiary
               outstanding under Credit Facilities and all Hedging Obligation
               with respect thereto (including without limitation Indebtedness
               Incurred pursuant to the Senior Credit Facility); and

          (2)  all principal, interest, penalties, fees, indemnifications,
               reimbursements, damages and other liabilities payable under the
               documentation governing any Indebtedness described in clause (1)
               above.

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

          "Specified DriveLogic Operating Losses" for any period means the sum
of the operating losses allocated to the DriveLogic Business consistent with the
Company's internal accounting policies, plus, to the extent deducted in
calculating such operating losses, other non-cash charges of the Company and its
consolidated Restricted Subsidiaries (and any Investment Entity to the extent
such contributed to any net loss of such Investment Entity) allocated to the
DriveLogic Business consistent with the Company's internal accounting policies,
excluding any such non-cash charge to the extent that it represents an accrual
of or reserve for cash expenditures in any future period.

          "Specified International Operating Losses" for any period means the
sum of operating losses allocated to the International Business consistent with
the Company's internal accounting policies, plus the following to the extent
deducted in calculating operating losses:

          (1)  the Company's equity in a net loss of any Investment Entity in
               excess of the net loss attributable to the Company's actual
               percentage equity ownership interest in such Investment Entity
               (without giving effect to any conversion rights, options or other
               rights to acquire additional equity in such Investment Entity)
               allocated to the International Business consistent with the
               Company's internal accounting policies; and

          (2)  other non-cash charges of the Company and its consolidated
               Restricted Subsidiaries (and any Investment Entity to the extent
               such contributed to any net loss of such Investment Entity)
               allocated to the International Business consistent with the
               Company's internal accounting policies, excluding any such
               non-cash charge to the extent that it represents an accrual of or
               reserve for cash expenditures in any future period;

in each case for such period.

          "Special Event" has the meaning specified in the Declaration.


                                       23
<PAGE>

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

          "Stated Maturity," when used with respect to any security or any
installment of interest thereon, means the date specified in such security as
the fixed date on which the principal, together with any accrued and unpaid
interest (including Compounded Interest), of such security or such installment
of interest is due and payable.

          "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement to that effect.

          "Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

          "Surviving Entity" has the meaning specified in Section 8.1.

          "Tax Event" has the meaning specified in the Declaration.

          "Temporary Cash Investments" means any of the following:

          (1)  any investment in direct obligations of the United States of
               America or any agency thereof or obligations guaranteed by the
               United States of America or any agency thereof;

          (2)  investments in time deposit accounts, certificates of deposit and
               money market deposits maturing within 180 days of the date of
               acquisition thereof issued by a bank or trust company which is
               organized under the laws of the United States of America, any
               state thereof or any foreign country recognized by the United
               States of America, and which bank or trust company has capital,
               surplus and undivided profits aggregating in excess of $50.0
               million (or the foreign currency equivalent thereof) and has
               outstanding debt which is rated "A" (or such similar equivalent
               rating) or higher by at least one nationally recognized
               statistical rating organization (as defined in Rule 436 under the
               Securities Act) or any money-market fund sponsored by a
               registered broker dealer or mutual fund distributor;

          (3)  repurchase obligations with a term of not more than 30 days for
               underlying securities of the types described in clause (1) above
               entered into with a bank meeting the qualifications described in
               clause (2) above;

          (4)  investments in commercial paper, maturing not more than 90 days
               after the date of acquisition, issued by a corporation (other
               than an Affiliate of the Company) organized and in existence
               under the laws of the United States of America or any foreign
               country recognized by the United States of America with a rating
               at the time as of which any investment therein is made of "P-1"
               (or higher) according to Moody's Investors Service, Inc. or "A-1"
               (or higher) according to Standard and Poor's Ratings Group; and


                                       24
<PAGE>

          (5)  investments in securities with maturities of six months or less
               from the date of acquisition issued or fully guaranteed by any
               state, commonwealth or territory of the United States of America,
               or by any political subdivision or taxing authority thereof, and
               rated at least "A" by Standard & Poor's Ratings Group or "A" by
               Moody's Investors Service, Inc.

          "Trust" has the meaning specified in the Recitals to this instrument.

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

          "Trust Common Securities" has the meaning specified in the Recitals to
this Instrument.

          "Trust Common Securities Guarantee" means any guarantee that the
Company may enter into that operates directly or indirectly for the benefit of
holders of Trust Common Securities of the Trust.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "Trust Preferred Securities" has the meaning specified in the Recitals
to this instrument.

          "Trust Preferred Securities Guarantee" means any guarantee that the
Company may enter into that operates directly or indirectly for the benefit of
holders of Trust Preferred Securities of the Trust.

          "Trust Securities" has the meaning specified in the Recitals to this
instrument.

          "Unrestricted Subsidiary" means:

          (1)  any Subsidiary of the Company that at the time of determination
               shall be designated an Unrestricted Subsidiary by the Board of
               Directors in the manner provided below; and

          (2)  any Subsidiary of an Unrestricted Subsidiary.

          Subject to Section 10.14, the Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary PROVIDED:

          (1)  such Subsidiary or any of its Subsidiaries does not own any
               Capital Stock or Indebtedness of, or hold any Lien on any
               property of, the Company or any other Subsidiary of the Company
               that is not a Subsidiary of the Subsidiary to be so designated;

          (2)  such Subsidiary has no Indebtedness other than Indebtedness that
               is not guaranteed by the Company or any Restricted Subsidiary;

          (3)  such Subsidiary is not party to any agreement, contract,
               arrangement or understanding with the Company or any Restricted
               Subsidiary of the Company unless the terms of any such agreement,
               contract, arrangement or understanding


                                       25
<PAGE>

               are no less favorable to the Company or such Restricted
               Subsidiary than those that might be obtained at the time from
               Persons who are not Affiliates of the Company;

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

          (5)  has not guaranteed or otherwise directly or indirectly provided
               credit support of any Indebtedness of the Company or any of its
               Restricted Subsidiaries, PROVIDED, FURTHER, that either (A) the
               Subsidiary to be so designated has total assets of $1,000 or less
               or (B) if such Subsidiary has assets greater than $1,000, such
               designation would be permitted under Section 10.7.

          Subject to Section 10.14, the Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under Section 10.6, calculated on a pro forma basis as if such
designation had occurred at the beginning of the applicable four-quarter
Reference Period; and (2) no Default or Event of Default would be in existence
immediately following such designation. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

          "U.S. Dollar Equivalent" means with respect to any monetary amount in
a currency other than U.S. dollars, at any time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in THE WALL STREET
JOURNAL in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.

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

          "Voting Stock" of any Person means capital stock of such Person which
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (2) the then outstanding principal
amount of such Indebtedness.


                                       26
<PAGE>

          "Wholly-Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or one or more Wholly-Owned Subsidiaries.

          SECTION 1.2.   COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act or reasonably requested by the Trustee in connection with such
application or request. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
applicable provisions of the Trust Indenture Act and any other applicable
requirement set forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

          (a)  a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (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 each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (d)  a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

          SECTION 1.3.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


                                       27
<PAGE>

          SECTION 1.4.   ACTS OF HOLDERS; RECORD DATES.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee or the Company, as the case may be, deems
sufficient.

          (c)  The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

          (d)  The ownership of Notes shall be proved by the Register.

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

          (f)  Without limiting the foregoing, a Holder entitled hereunder to
give or take any such action with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

          SECTION 1.5.   NOTICES, ETC., TO TRUSTEE AND THE COMPANY.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


                                       28
<PAGE>

          (a)  the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or

          (b)  the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid (registered or certified, return
receipt requested) or overnight air courier guaranteeing next day delivery, to
the Company, attention: Chief Financial Officer, addressed to it at the address
of its principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by the
Company, with a copy to Skadden, Arps, Slate, Meagher & Flom (Illinois), 333
West Wacker Drive, Chicago, Illinois 60606-1285, Attention: Peter C. Krupp.

          SECTION 1.6.   NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at such Holder's address as it appears in the Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

          SECTION 1.7.   CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that would be required under such Act to be
a part of and govern this Indenture, were this Indenture qualified under such
Act, the latter provision shall control. If any provision of this Indenture
modifies or excludes any such provision of the Trust Indenture Act that may be
so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

          SECTION 1.8.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          SECTION 1.9.   SUCCESSORS AND ASSIGNS.

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


                                       29
<PAGE>

          SECTION 1.10.  SEPARABILITY CLAUSE.

          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 1.11.  BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt, the holders of Trust Preferred Securities
(to the extent provided herein) and the Holders of Notes, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

          SECTION 1.12.  GOVERNING LAW.

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

          SECTION 1.13.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Note shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Notes) payment of interest or
principal of the Notes need not be made on such date, but may be made on the
next succeeding Business Day (except that, if such Business Day is in the next
succeeding calendar year, such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, shall be the immediately preceding Business Day)
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE II

                                   NOTE FORMS

          SECTION 2.1.   FORMS GENERALLY.

          The Notes and the Trustee's certificates of authentication shall be
substantially in the form of EXHIBIT A which is hereby incorporated in and
expressly made a part of this Indenture. The Notes may have notations, legends
or endorsements required by law or agreements to which the Company is subject,
if any. The Company shall furnish any such legend not contained in EXHIBIT A to
the Trustee in writing. Each Note shall be dated the date of its authentication.
The terms and provisions of the Notes set forth in EXHIBIT A 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
such terms and provisions and to be bound thereby.

          The definitive Notes shall be typewritten or printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.

          SECTION 2.2.   INITIAL ISSUANCE TO PROPERTY TRUSTEE.

          The Notes initially issued to the Property Trustee of the Trust shall
be in the form of one or more individual certificates in definitive, fully
registered form without distribution coupons and shall


                                       30
<PAGE>

bear the following legend (the "Restricted Securities Legend") unless the
Company determines otherwise in accordance with applicable law:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. 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 OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY THE
ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

                                   Article III

                                    THE NOTES

          SECTION 3.1.   TITLE AND TERMS.

          The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is limited to the sum of $67,010,310, except for
Notes authenticated and delivered upon transfer of, or in exchange for, or in
lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7, and except
for the issuance of any PIK Notes as described below. Notwithstanding the
foregoing, any additional Notes, other than the Initial Notes, the PIK Notes or
Notes issued pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7, issued hereunder,
may only be issued by the Company until the later of (i) January 1, 2002 or (ii)
if the Company shall have, prior to January 1, 2002, entered into a letter of
intent to issue such additional Notes and such Notes shall have been issued no
later than February 28, 2002; PROVIDED, HOWEVER, that the issuance of such
additional Notes shall be subject to Section 10.6(a) of this Indenture; and
FURTHER PROVIDED, that no such additional Notes shall be issued to any Person,
other than pursuant to Project Condor, without the consent of Capricorn
Investors III, L.P., such consent not to be unreasonably withheld.

          The Notes shall be known and designated as the "Increasing Rate Notes
Due 2006" of the Company. Their Stated Maturity shall be February 23, 2006, and
they shall bear interest at the rate of (a) 9% per annum, from February 23, 2001
or, in the case of PIK Notes, from the date of original issuance thereof (or
from the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, as the case may be) through and including
February 22, 2004 (such three-year period from February 23, 2001 through and
including February 22, 2004, is referred to herein as the "Initial Three Year
Period") and (b) 11% per annum from and following February 23, 2004, payable
quarterly, in arrears, on March 31, June 30, September 30 and December 31 (each
an "Interest Payment Date") of each year, commencing March 31, 2001 (or, in the
case of PIK Notes, on the first Interest Payment Date following the date of
original issuance thereof) until the principal thereof is paid or made available
for payment, and they shall be paid to the Person in whose name the Note is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the date which is 15 days
prior to each Interest Payment Date (the "Regular Record Date"). On any Interest
Payment Date occurring during the Initial Three Year Period, so long as no
Default has occurred and is continuing, interest on the Notes may be paid in
cash, or at the election of the Company, in the form of additional Notes of like
tenor in the aggregate principal amount of such interest payable on such
Interest Payment Date (together with Notes authenticated and delivered upon the
transfer of, or in exchange for, or in lieu of, other PIK Notes pursuant to
Sections 3.4, 3.5, 3.6, 9.5 or 11.7, the "PIK Notes"). Notwithstanding the
foregoing, PIK Notes may be issued only in denominations of $1,000 and integral
multiples thereof, and the Company will pay in cash such amount of interest as
shall be necessary to cause the PIK Notes to conform to the requirements of this
sentence. After the Initial Three Year Period, interest on the Notes shall be
paid in cash. The Initial Notes and the PIK Notes, if any, will be treated as a
single class for all purposes of this Indenture, including


                                       31
<PAGE>

waivers, amendments, redemptions and offers to purchase. Interest will compound
quarterly and will accrue at the rate of 9% or 11%, as applicable, per annum on
any interest installment in arrears (with interest that accrues as a result of
such compounding being referred to herein as "Compounded Interest").

          The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed will be computed on the
basis of the actual number of days elapsed. In the event that any date on which
interest is payable on the Notes is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

          If at any time (including upon the occurrence of a Tax Event) while
the Property Trustee is the Holder of any Notes, the Trust or the Property
Trustee is required to pay any taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States, or any other taxing authority, then, in any such case, the Company will
pay as additional interest ("Additional Interest") on the Notes held by the
Property Trustee, such amounts as shall be required so that the net amounts
received and retained by the Trust and the Property Trustee after paying any
such taxes, duties, assessments or other governmental charges will be not less
than the amounts the Trust and the Property Trustee would have received had no
such taxes, duties, assessments or other governmental charges been imposed.

          The principal of and interest on the Notes shall be payable by wire
transfer of immediately available funds to an account designated in writing by
the applicable Holder. Notwithstanding the foregoing, the principal of and
interest on the Notes held by any Holder that (together with its Affiliates)
holds less than $5,000,000 aggregate principal amount of Notes shall be payable
at the office or agency of the Company in the United States maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company payment of interest to a Holder
described in this sentence may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Register.

          The Notes shall be redeemable as provided in Article XI hereof.

          The Notes shall be subordinated in right of payment to Senior Debt as
provided in Article XII hereof.

          SECTION 3.2.   DENOMINATIONS.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and integral multiples thereof.

          SECTION 3.3.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Notes shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Notes may be manual
or facsimile.


                                       32
<PAGE>

          Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes; and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Notes as in this
Indenture provided and not otherwise.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

          SECTION 3.4.   TEMPORARY NOTES.

          Pending the preparation of definitive Notes, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at any office or agency of the Company
designated pursuant to Section 10.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.

          SECTION 3.5. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          (a)  GENERAL.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.2 being herein sometimes
collectively referred to as the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes. The Trustee is hereby appointed "Registrar"
for the purpose of registering Notes and transfers of Notes as herein provided.

          Upon surrender for registration of transfer of any Note at an office
or agency of the Company designated pursuant to Section 10.2 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Notes of
any authorized denominations and of a like aggregate principal amount.


                                       33
<PAGE>

          At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Notes which the
Holder making the exchange is entitled to receive.

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

          Every Note presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Sections 3.4, 3.5, 3.6, 9.5 or 11.7 not involving any
transfer.

          (b)  TRANSFER PROCEDURES AND RESTRICTIONS.

          The Notes may not be transferred except in compliance with the
Restricted Securities Legend unless otherwise determined by the Company in
accordance with applicable law.

          SECTION 3.6.   MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

          If any mutilated Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Note and
(ii) such security or indemnity as may be reasonably required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Note has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note under this Section, the Company or
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.


                                       34
<PAGE>

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

          SECTION 3.7.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note is registered at the close of business on the Regular Record
Date.

          Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

               (1)  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Note and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at his address as it appears
in the Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Notes are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).

               (2)  The Company may make payment of any Defaulted Interest in
any other lawful manner, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee, provided that any such payment will be made
in coin or currency of the United States of America which at the time of payment
is a legal tender for payment of public and private debt.

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

          SECTION 3.8.   PERSONS DEEMED OWNERS.

          Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of principal of and (subject to Section 3.7)
interest (including Additional Payments) on such Note and for all other purposes
whatsoever, whether or


                                       35
<PAGE>

not such Note be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

          SECTION 3.9.   CANCELLATION.

          All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Notes held by the Trustee shall be disposed of as
directed by a Company Order; PROVIDED, HOWEVER, that the Trustee shall not be
required to destroy the certificates representing such canceled Notes.

          SECTION 3.10.  RIGHT OF SET OFF.

          Notwithstanding anything to the contrary in this Indenture, the
Company shall have the right to set off any payment it is otherwise required to
make hereunder to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Company
Guarantee.

          SECTION 3.11.  CUSIP NUMBERS.

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

          SECTION 3.12.  PAYING AGENT AND REGISTRAR.

          The Trustee will initially act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-registrar without prior
notice. The Company or any of its Affiliates may act in any such capacity.

          SECTION 3.13.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.

          The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount,
if any (including daily rates and accrual periods), accrued on Outstanding Notes
as of the end of such year.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

          SECTION 4.1.   SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall be discharged and shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Notes herein expressly provided for), and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging


                                       36
<PAGE>

satisfaction and discharge of this Indenture, when (1) either (A) all Notes
theretofore authenticated and delivered (other than (i) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
10.3) have been delivered to the Trustee for cancellation; or (B) all Notes that
have not been delivered to the Trustee for cancellation have become due and
payable by reason of the making of a notice of redemption or otherwise or will
become due and payable within one year and the Company has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the Notes not delivered to the Trustee for cancellation
for principal and accrued interest to the date of maturity or redemption; (2)
the Company has paid or caused to be paid all other sums payable hereunder by
the Company; and (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for or relating to the satisfaction and discharge of
this Indenture have been satisfied. Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under
Section 6.7 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2, the last paragraphs of Section 10.3 and Section 14.6 shall
survive.

          SECTION 4.2.   APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    REMEDIES

          SECTION 5.1.   INDENTURE EVENTS OF DEFAULT.

          "Indenture Event of Default," wherever used herein, means any one of
the following events that has occurred and is continuing (whatever the reason
for such Indenture Event of Default and whether it shall be occasioned by the
provisions of Article XII or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1)  failure for 30 days to pay interest on the Notes, including
any Additional Payments in respect thereof, when due;

               (2)  failure to pay principal on the Notes when due whether at
maturity, upon redemption, upon required purchase, by declaration of
acceleration or otherwise;

               (3)  failure to observe or perform any other covenant contained
in this Indenture for 60 days after notice to the Company by the Trustee, or by
the Holders of not less than a majority in aggregate principal amount of
Outstanding Notes; PROVIDED that, if the Property Trustee is the sole Holder of
the Notes and the Trustee and the Holders of not less than a majority in
aggregate principal amount of Outstanding Notes fail to provide such notice to
the Company, any holder of Trust Preferred Securities then outstanding may
provide such notice to the Company;


                                       37
<PAGE>

               (4)  entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under any applicable Federal,
State or foreign bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company or any Significant Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Subsidiary under any applicable Federal, State or
foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any Significant
Subsidiary or of substantially all of the property of the Company or any
Significant Subsidiary, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive
days;

               (5)  the commencement by the Company or any Significant
Subsidiary of a voluntary case or proceeding under any applicable Federal, State
or foreign bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by the Company or any Significant Subsidiary to the entry of a decree or
order for relief in respect of itself in an involuntary case or proceeding under
any applicable Federal, State or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or any Significant Subsidiary, or the filing
by the Company or any Significant Subsidiary of a petition or answer or consent
seeking reorganization or relief under any applicable Federal, State or foreign
law, or the consent by the Company or any Significant Subsidiary to the filing
of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Significant Subsidiary or of substantially all of the
property of the Company or any Significant Subsidiary, or the making by the
Company or any Significant Subsidiary of an assignment for the benefit of
creditors, or the admission by the Company or any Significant Subsidiary in
writing of its inability to pay its debts generally as they become due;

               (6)  the default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries, or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, if that default (i) is caused by a
failure to pay principal at final stated maturity of such Indebtedness (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its stated maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there is then a Payment Default or the maturity of which has then
been so accelerated, aggregates $10.0 million or more;

               (7)  failure by the Company or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $10.0 million, which judgments
are not paid, discharged or stayed for a period of 60 consecutive days; or

               (8)  the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (i) the distribution of
Notes to holders of Trust Preferred Securities in liquidation of the Trust upon
the occurrence of a Dissolution Event, or (ii) certain mergers, consolidations
or amalgamations, each as permitted by the Declaration.

          SECTION 5.2.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Indenture Event of Default occurs and is continuing, then, and
in every such case, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Notes may declare the principal of all the Notes and
any other amounts payable hereunder to be due and payable immediately,


                                       38
<PAGE>

by a notice in writing to the Company (and to the Trustee if given by Holders);
provided that, if the Property Trustee is the sole Holder of the Notes and if
upon an Indenture Event of Default, the Trustee fails to declare the principal
of all the Notes to be immediately due and payable, holders of 25% of the
aggregate liquidation amount of Trust Preferred Securities then outstanding
shall have such right by a notice in writing to the Company and the Trustee, and
upon any such declaration such principal and all accrued interest shall become
immediately due and payable.

          At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as provided in this Article hereinafter, the Holders of a majority
in aggregate principal amount of the Outstanding Notes, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

                    (A)  all overdue interest (including any Additional
Payments) on all Notes,

                    (B)  the principal of any Notes which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Notes, and

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

               (2)  all Indenture Events of Default, other than the non-payment
of the principal of Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

          SECTION 5.3.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                         TRUSTEE.

          The Company covenants that if:

               (1)  default is made in the payment of any interest (including
any Additional Payments) on any Note when such interest becomes due and payable
and such default continues for a period of 30 days, or

               (2)  default is made in the payment of the principal of any Note
at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such Notes for
principal and interest (including any Additional Payments) and, to the extent
that payment thereof shall be legally enforceable, interest on any overdue
principal and on any overdue interest (including any Additional Payments), at
the rate borne by the Notes, and, in addition thereto, 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.

          If an Indenture Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the


                                       39
<PAGE>

specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

          SECTION 5.4.   TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of any judicial proceeding relative to the Company (or any
other obligor upon the Notes), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder 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 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 6.7.

          No provision of this Indenture 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 thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          SECTION 5.5.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

          All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

          SECTION 5.6.   APPLICATION OF MONEY COLLECTED.

          Subject to Article XII, any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of
principal or interest (including any Additional Payments), upon presentation of
the Notes and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
6.7; and

          SECOND: To the payment of the amounts then due and unpaid for
principal of and interest (including any Additional Payments) on the Notes in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal and interest (including any
Additional Payments), respectively.

          SECTION 5.7.   LIMITATION ON SUITS.

          Subject to Section 5.8, no Holder of any Note shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless


                                       40
<PAGE>

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

               (2)  the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes shall have made written request to the
Trustee to institute proceedings in respect of such Indenture Event of Default
in its own name as Trustee hereunder;

               (3)  such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be Incurred
in compliance with such request;

               (4)  the Trustee for sixty days after its receipt of such notice
has failed to institute any such proceeding; and

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

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders. The
limitations specified in (1) through (5) above shall not apply to a suit
initiated by a Holder of a Note for enforcement of payment of interest or
principal on such Note on or after the respective due dates of such payments
expressed in such Note.

          SECTION 5.8.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
                         INTEREST.

          Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest (including any Additional Payments) on
such Note on the respective Stated Maturities expressed in such Note (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder. If the Property Trustee is the sole Holder of the
Notes, any holder of the Trust Preferred Securities shall have the right to
institute suit on behalf of the Trust for the enforcement of any such payment.

          SECTION 5.9.   RESTORATION OF RIGHTS AND REMEDIES.

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

          SECTION 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The


                                       41
<PAGE>

assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

          SECTION 5.11.  DELAY OR OMISSION NOT WAIVER.

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

          SECTION 5.12.  CONTROL BY HOLDERS.

          The Holders of a majority in principal amount of the Outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided, that (1) such direction shall not be
in conflict with any rule of law or with this Indenture; and (2) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

          SECTION 5.13.  WAIVER OF PAST DEFAULTS.

          Subject to Section 9.2 hereof, the Holders of not less than a majority
in principal amount of the Outstanding Notes may on behalf of the Holders of all
the Notes waive any past default hereunder and its consequences, except a
default (1) in the payment of the principal of, or interest (including any
Additional Payments) on any Note (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee); or (2) in
respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding Note
affected; PROVIDED, HOWEVER, that if all of the Outstanding Notes are held by
the Trust or a trustee of the Trust, such waiver shall not be effective until
the holders of a majority in liquidation amount of Trust Securities shall have
consented to such waiver.

          Upon any such waiver, such default shall cease to exist, and any
Indenture 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 5.14.  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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Trustee or in
any suit for the enforcement of the right to receive the principal of and
interest (including any Additional Payments) on any Note.

          SECTION 5.15.  ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES.

          Notwithstanding anything to the contrary contained herein, (i) if a
Declaration Event of Default has occurred and is continuing and the Property
Trustee fails to enforce its rights under the Indenture within sixty days after
the holders of 25% in liquidation amount of the Trust Preferred Securities


                                       42
<PAGE>

have made a written request, the Company acknowledges that, in such event, the
holders of a majority in liquidation amount of the Trust Preferred Securities
may institute a legal proceeding against the Company to enforce the Property
Trustee's rights under the Indenture without first instituting a legal
proceeding against the Property Trustee or any other Person, and (ii) if a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the
Notes on the date such interest or principal is otherwise payable, the Company
acknowledges that, in such event, a holder of Trust Preferred Securities may
institute a Direct Action for payment on or after the respective due date
specified in the Notes. The Company may not amend the Indenture to remove the
rights of the holders of Trust Preferred Securities described in the immediately
preceding sentence without the prior written consent of all the holders of Trust
Preferred Securities. Notwithstanding any payment made to any holder of Trust
Preferred Securities by the Company in connection with a Direct Action, the
Company shall remain obligated to pay the principal of and interest on the Notes
held by the Trust or the Property Trustee, and the Company shall be subrogated
to the rights of the holder of such Trust Preferred Securities with respect to
payments on the Trust Preferred Securities to the extent of any payments made by
the Company to such holder in any Direct Action. The holders of Trust Preferred
Securities will not be able to exercise directly any other remedy available to
the Holders of the Notes.

                                   ARTICLE VI

                                   THE TRUSTEE

          SECTION 6.1.   CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  If an Indenture 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 Person would exercise or use under the circumstances in the conduct of
its own affairs.

          (b)  Except during the continuance of an Indenture 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, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.

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

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

               (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.


                                       43
<PAGE>

          (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), (c), (e) and (f) of this Section and Section 6.2.

          (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 held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

          SECTION 6.2.   NOTICE OF DEFAULTS.

          The Trustee shall promptly give the Holders notice of any Default
hereunder as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any Default of the character specified in Section
5.1(3), no such notice to the Holders shall be given until at least 30 days
after the occurrence thereof.

          SECTION 6.3.   CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 6.1:

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

          (b)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

          (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

          (d)  the Trustee may consult with counsel of its choice and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

          (e)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to reasonable
examination of the books, records and premises of the Company, personally or by
agent or attorney;

          (f)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be


                                       44
<PAGE>

responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and

          (g)  the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith, without negligence or willful
misconduct, and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

          SECTION 6.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

          The Recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Company of the Notes or the proceeds thereof.

          SECTION 6.5.   MAY HOLD NOTES.

          The Trustee, any Paying Agent, any Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Notes and, subject to Sections 6.8 and 6.13, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

          SECTION 6.6.   MONEY HELD IN TRUST.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

          SECTION 6.7.   COMPENSATION AND REIMBURSEMENT.

          The Company agrees:

               (1)  to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder;

               (2)  except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, fees, disbursements
and advances Incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

               (3)  to indemnify the Trustee and any predecessor Trustee for,
and to hold it harmless against, any loss, liability, claim, action, suit, cost
or expense of any kind and nature whatsoever Incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

          When the Trustee Incurs expenses or renders services in connection
with an Indenture Event of Default specified in Section 5.1(4) or Section
5.1(5), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute


                                       45
<PAGE>

expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

          The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

          SECTION 6.8.   DISQUALIFICATION; CONFLICTING INTERESTS.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

          SECTION 6.9.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office in New York, New York or Wilmington, Delaware. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

          SECTION 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

          (b)  The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee to be removed may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (c)  The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Trustee
and to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the removed Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (d)  If at any time: (1) the Trustee shall fail to comply with Section
6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Note for at least six months, or (2) the Trustee shall
cease to be eligible under Section 6.9 and shall fail to resign after written
request therefor by the Company or by any such Holder, or (3) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, (i) the Company by Board Resolution may remove the Trustee, or
(ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a
Note for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.


                                       46
<PAGE>

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

          SECTION 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; provided, that on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

          No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

          SECTION 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                         BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

          SECTION 6.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                       47
<PAGE>

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 7.1.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                         HOLDERS.

          The Company will furnish or cause to be furnished to the Trustee (a)
within 14 days after each record date for payment of interest, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders, as of such record date, and (b) at any other time, within 30 days of
receipt by the Trust of a written request for a list of Holders as of a date no
more than 14 days before such list of Holders is given to the Trustee; excluding
from any such list names and addresses received by the Trustee in its capacity
as Registrar.

          SECTION 7.2.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.

          (b)  The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

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

          SECTION 7.3.   REPORTS BY TRUSTEE.

          (a)  Within 60 days after December 31 of each year, commencing
December 31, 2001, the Trustee shall transmit by mail to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act in the manner provided pursuant thereto.

          (b)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Notes are listed, if applicable, with the Commission, if required, and
with the Company. The Company will notify the Trustee when the Notes are listed
on any stock exchange.

          SECTION 7.4.   REPORTS BY COMPANY.

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.


                                       48
<PAGE>

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          The Company shall also provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by the Company with the Internal Revenue
Service and the Holders of the Notes relating to original issue discount,
including, without limitation, Form 1099-OID or any successor form.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 8.1.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

          (a)  The Company shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to, any Person, and shall not permit any of its Restricted Subsidiaries
to enter into any such transaction or series of transactions if such transaction
or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer or other disposition of the properties and assets of the
Company and its Restricted Subsidiaries, taken as a whole, substantially as an
entirety to any Person, unless, at the time and after giving effect thereto:

               (i)  either: (A) if the transaction or series of transactions is
a consolidation of the Company with or a merger of the Company with or into any
other Person, the Company shall be the surviving Person of such merger or
consolidation, or (B) the Person formed by any consolidation with or merger with
or into the Company, or to which the Company's properties and assets or the
properties and assets of the Company and its Restricted Subsidiaries, taken as a
whole, as the case may be, substantially as an entirety are sold, assigned,
conveyed or otherwise transferred (any such surviving Person or transferee
Person referred to in this clause (B) being the "Surviving Entity"), shall be a
corporation, partnership or limited liability company organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume by a supplemental Indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all the Company's obligations under the Notes and this Indenture and,
in each case, this Indenture, as so supplemented, shall remain in full force and
effect;

               (ii) immediately after giving effect to such transaction or
series of transactions on a pro forma basis including any Indebtedness Incurred
or anticipated to be Incurred in connection with or in respect of such
transaction or series of transactions, no Default or Indenture Event of Default
shall have occurred and be continuing;

               (iii) the Company or the Surviving Entity will, at the time of
such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable period, be permitted
to Incur at least $1.00 of additional Indebtedness pursuant to Section 10.6(a);
PROVIDED, HOWEVER, that the foregoing requirements of this clause (iii) shall
not apply to any transaction or series of transactions involving the sale,
assignment, conveyance, transfer or other disposition of the properties and
assets by any Wholly-Owned Subsidiary to the Company or any other Wholly-Owned
Subsidiary, or the merger or consolidation of any Wholly-Owned Subsidiary with
or into the Company or any other Wholly-Owned Subsidiary PROVIDED that clause
(iii) above will not be applicable with regard to the Surf transaction
previously disclosed to Capricorn Investors III, L.P.;


                                       49
<PAGE>

               (iv) such transaction is permitted under the Declaration and the
Company Guarantee and does not give rise to any breach or violation of the
Declaration or the Company Guarantee; and

               (v)  the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders will not recognize income, gain or
loss for Federal income tax purposes as a result of such transaction and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such transaction had not occurred.

          (b)  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of related
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries, the Capital Stock of which constitutes all or substantially
all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

          (c)  In connection with any consolidation, merger, sale, assignment,
conveyance, transfer or other disposition contemplated by the foregoing
provisions of this Section 8.1, the Company shall deliver, or cause to be
delivered to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate stating that such consolidation, merger, sale,
assignment, conveyance, transfer or other disposition and the supplemental
Indenture in respect thereof, required under clause (a)(i)(B) of this Section
8.1, comply with the requirements of the Indenture. Each such Officers'
Certificate shall set forth the manner of determination of the Company's
compliance with clause (a)(iii) of this Section 8.1.

          (d)  For all purposes under this Indenture and the Notes, any
Subsidiaries of the Surviving Entity will, upon such transaction or series of
transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as
provided pursuant to Section 10.14, and all Indebtedness of the Surviving Entity
and its Subsidiaries that was not Indebtedness of the Company and its
Subsidiaries immediately prior to such transaction or series of transactions
shall be deemed to have been Incurred upon such transaction or series of
transactions.

          SECTION 8.2.   SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 8.1 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; PROVIDED, HOWEVER, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 8.1 hereof.


                                       50
<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

          SECTION 9.1.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

               (1)  to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Notes;

               (2)  to add to the covenants of the Company for the benefit of
the Holders, or to surrender any right or power herein conferred upon the
Company;

               (3)  to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture; provided, that such action pursuant to this clause shall not
adversely affect the interests of the Holders of the Notes or, so long as any of
the Trust Preferred Securities shall remain outstanding, the holders of the
Trust Preferred Securities; or

               (4)  subject to the limitations of Section 3.1, to provide for
the issuance of one additional series of Notes (the "Series B Notes") having
terms different than the terms of the Notes originally issued hereunder (the
"Series A Notes"); provided, however, the Holders of the Series A Notes and the
Trust Preferred Securities shall be given 15 days prior written notice of the
definitive terms of any Series B Notes to be issued and upon notice in writing
to the Company by at least a majority of the aggregate liquidation amount of the
Trust Preferred Securities, such holders will have the right to cause the terms
designated by them of all the Series A Notes to be amended on or immediately
prior to the issuance of the Series B Notes to conform in all material respects
(including, without limitation, terms relating to interest rate, redemption and
redemption premium, if any) to the corresponding terms in the Series B Notes;
PROVIDED, FURTHER, the Series A Notes and the Series B Notes shall be treated as
a single series of Notes for all purposes of this Indenture.

          SECTION 9.2.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

               (1)  extend the Stated Maturity of the principal of, or any
installment of interest on, any Note, or reduce the principal amount thereof, or
reduce the rate or extend the time for payment of interest thereon, or change
the coin or currency in which any Note or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of the Notes in a manner adverse to the Holders,


                                       51
<PAGE>

               (2)  reduce the percentage in principal amount of the Outstanding
Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture,

               (3)  modify any of the provisions of this Section or Section
5.13, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Note affected thereby, or

               (4)  modify the provisions of this Indenture relating to the
subordination of Outstanding Notes in a manner adverse to the Holders.

          Notwithstanding anything to the contrary in this Indenture or the
Declaration, if all of the Outstanding Notes are held by the Trust or a trustee
of the Trust, such supplemental indenture shall not be effective until the
holders of a majority in liquidation amount of Trust Securities shall have
consented to such supplemental indenture; PROVIDED, FURTHER, that if the consent
of the Holder of each Outstanding Note is required, such supplemental indenture
shall not be effective until each holder of the Trust Securities shall have
consented to such supplemental indenture.

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

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

          SECTION 9.3.   EXECUTION OF SUPPLEMENTAL INDENTURES.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

          SECTION 9.4.   EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby. No such supplemental indenture shall directly or indirectly
modify the provisions of Article XII in any manner which might terminate or
impair the rights of the Senior Debt pursuant to such subordination provisions.


                                       52
<PAGE>

          SECTION 9.5.   REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

          Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

                                    ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

          SECTION 10.1.  PAYMENT OF PRINCIPAL AND INTEREST.

          The Company will duly and punctually pay the principal of and interest
on the Notes in accordance with the terms of the Notes and this Indenture.

          SECTION 10.2.  MAINTENANCE OF OFFICE OR AGENCY.

          The Company will maintain in the United States an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company 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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in the United States) 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 United States for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

          SECTION 10.3.  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

          If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Notes, deposit
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the


                                       53
<PAGE>

provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Notes) in the making of any payment in respect of the Notes, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Note and remaining unclaimed for two years after such principal or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
any such Note shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

          SECTION 10.4.  STATEMENT BY OFFICERS AS TO DEFAULT.

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

          SECTION 10.5.  PAYMENT OF EXPENSES OF THE TRUST.

          In connection with the offering, sale and issuance of the Notes to the
Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:

          (a)  pay for all reasonable costs, fees and expenses relating to the
offering, sale and issuance of the Notes, including compensation of the Trustee
under the Indenture in accordance with the provisions of Section 6.7;

          (b)  be responsible for and pay for all debts and obligations (other
than with respect to the Trust Securities) of the Trust, pay for all costs and
reasonable expenses of the Trust (including, but not limited to, reasonable
costs and expenses relating to the organization of the Trust, the offering, sale
and issuance of the Trust Securities, the fees and expenses of the Property
Trustee, Administrative Trustees and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including, without limitation,
reasonable costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses Incurred in connection with the acquisition, financing, and
disposition of Trust assets); and

          (c)  pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.


                                       54
<PAGE>

          SECTION 10.6.  LIMITATION ON INDEBTEDNESS

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; PROVIDED,
HOWEVER, that the Company and its Restricted Subsidiaries will be entitled to
Incur Indebtedness if, on the date of such Incurrence and after giving effect
thereto on a PRO FORMA basis, no Default has occurred and is continuing and the
Consolidated Leverage Ratio would be less than or equal to 3.5 to 1.

          (b)  Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries will be entitled to Incur any or all of the following
Indebtedness:

               (1)  Indebtedness owed to and held by the Company or a Restricted
Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer of
any Capital Stock which results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary or any subsequent transfer of
such Indebtedness (other than to the Company or a Restricted Subsidiary) shall
be deemed, in each case, to constitute the Incurrence of such Indebtedness by
the obligor thereon and (B) if the Company is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the prior payment in full in cash
of all obligations with respect to the Notes;

               (2)  the Incurrence by the Company or any Restricted Subsidiary
of additional Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (2) not
to exceed the greater of (A) $90,000,000 or (B) the Borrowing Base;

               (3)  Indebtedness outstanding on the Issue Date (other than
Indebtedness described in clause (1) or (2) of this Section 10.6(b));

               (4)  the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations or letters of credit, in each case,
Incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiary, in an aggregate principal
amount not to exceed $5,000,000 outstanding at any one time;

               (5)  Indebtedness Incurred in connection with the Surf
transaction previously disclosed to Capricorn Investors III, L.P.;

               (6)  Refinancing Indebtedness in respect of Indebtedness Incurred
pursuant to paragraph (a) or pursuant to clauses (2), (3), (4), (5) or this
clause (6);

               (7)  Hedging Obligations consisting of Interest Rate Agreements
directly related to Indebtedness permitted to be Incurred by the Company or any
Restricted Subsidiary pursuant to the Indenture; PROVIDED such agreements are
entered into for bona fide hedging purposes and substantially correspond in
terms of notional amount, duration, currencies and interest rates, as
applicable, to such Indebtedness;

               (8)  Obligations in respect of performance, bid and surety bonds
and completion guarantees provided by the Company or any Restricted Subsidiary
in the ordinary course of business;

               (9)  Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of


                                       55
<PAGE>

business; PROVIDED, HOWEVER, that such Indebtedness is extinguished within two
Business Days of its Incurrence;

               (10) the Guarantee by the Company of Indebtedness (other than any
Subordinated Obligation) of a Restricted Subsidiary that was permitted to be
Incurred by another provision of this Section 10.6;

               (11) the accrual of interest, the accretion or amortization of
original issue discount and the payment of any Indebtedness in the form of
additional Indebtedness with the same terms shall not be deemed to be an
Incurrence of Indebtedness for purposes of this Section 10.6;

               (12) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on the date on which such Restricted Subsidiary was acquired by the
Company (other than Indebtedness Incurred (a) to provide all or any portion of
the funds utilized to consummate the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was otherwise acquired by the Company or (b) otherwise in
connection with, or in contemplation of, such acquisition); PROVIDED, HOWEVER,
that at the time such Restricted Subsidiary is acquired by the Company, the
Company would have been able to Incur $1.00 of additional Indebtedness pursuant
to the first paragraph of this covenant after giving effect to the Incurrence of
such Indebtedness pursuant to this clause (12); or

               (13) the Incurrence by the Company or any Restricted Subsidiary
in addition to any Indebtedness described in clauses (1) through (12) of this
Section 10.6 in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding not to exceed $10.0 million.

          (c)  For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described above, the Company, in its sole discretion, will
classify such item of Indebtedness at the time of Incurrence (1) and only be
required to include the amount and type of such Indebtedness in one of the above
clauses and (2) will be entitled to divide and classify an item of Indebtedness
in more than one of the types of Indebtedness described above.

          (d)  For purposes of determining compliance with any U.S. dollar
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is
denominated in a different currency, the amount of such Indebtedness will be the
U.S. Dollar Equivalent, determined on the date of the Incurrence of such
Indebtedness, PROVIDED, HOWEVER, that if any such Indebtedness denominated in a
different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, and interest payable on such Indebtedness, the
amount of such Indebtedness expressed in U.S. dollars will be as provided in
such Currency Agreement. The principal amount of any Refinancing Indebtedness
Incurred in the same currency as the Indebtedness being Refinanced will be the
U.S. Dollar Equivalent, as appropriate, of the Indebtedness Refinanced, except
to the extent that (i) such U.S. Dollar Equivalent was determined based on a
Currency Agreement, in which case the Refinancing Indebtedness will be
determined in accordance with the preceding sentence, and (ii) the principal
amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such
excess, as appropriate, will be determined on the date such Refinancing
Indebtedness is Incurred.

          (e)  The Company shall not Incur any Indebtedness if such Indebtedness
is subordinate or junior in ranking in any respect to any Senior Debt, unless
such Indebtedness specifically provides it ranks PARI PASSU with the Notes in
right of payment or is expressly subordinated in right of payment to the Notes.


                                       56
<PAGE>

          SECTION 10.7.  LIMITATION ON RESTRICTED PAYMENTS.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

               (1)  a Default shall have occurred and be continuing (or would
result therefrom);

               (2)  the Company is not entitled to Incur an additional $1.00 of
Indebtedness pursuant to paragraph (a) of Section 10.6; or

               (3)  the aggregate amount of such Restricted Payment and all
other Restricted Payments since the Issue Date would exceed the sum of (without
duplication):

                    (A)  50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of the fiscal
quarter immediately following the fiscal quarter during which the Issue Date
occurs to the end of the most recent fiscal quarter ending at least 45 days
prior to the date of such Restricted Payment (or, in case such Consolidated Net
Income shall be a deficit, minus 100% of such deficit); PLUS

                    (B)  100% of the aggregate Net Cash Proceeds received by the
Company from the issuance or sale of its Capital Stock (other than Disqualified
Stock) subsequent to the Issue Date (other than an issuance or sale to a Person
with respect to whom the Company or a Restricted Subsidiary owns 5% or more of
the Voting Stock and other than an issuance or sale to an employee stock
ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees) and 100% of any cash capital
contribution received by the Company from its stockholders subsequent to the
Issue Date; PLUS

                    (C)  the amount by which Indebtedness of the Company is
reduced on the Company's balance sheet upon the conversion or exchange (other
than by a Subsidiary of the Company) subsequent to the Issue Date of any
Indebtedness of the Company convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company upon such
conversion or exchange); PLUS

                    (D)  an amount equal to the sum of (x) the net reduction in
the Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary in any Person resulting from repurchases, repayments or
redemptions of such Investments by such Person, proceeds realized on the sale of
such Investment and proceeds representing the return of capital (excluding
dividends and distributions), in each case received by the Company or any
Restricted Subsidiary (net of any taxes required to be paid by the Company or
any Restricted Subsidiary as a result thereof), and (y) to the extent such
Person is an Unrestricted Subsidiary, the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of such Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; PROVIDED, HOWEVER, that the
foregoing sum shall not exceed, in the case of any such Person or Unrestricted
Subsidiary, the amount of Investments (excluding Permitted Investments)
previously made (and treated as a Restricted Payment) by the Company or any
Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b)  The preceding provisions will not prohibit:

               (1)  so long as no Default shall have occurred and be continuing
(or result therefrom), any Restricted Payment made out of the Net Cash Proceeds
of the substantially concurrent sale


                                       57
<PAGE>

of, or made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Person with
respect to whom the Company or a Restricted Subsidiary owns 5% or more of the
Voting Stock or an employee stock ownership plan or to a trust established by
the Company or any of its Subsidiaries for the benefit of their employees) or a
substantially concurrent cash capital contribution received by the Company from
its stockholders; PROVIDED, HOWEVER, that (A) such Restricted Payment shall be
excluded in the calculation of the amount of Restricted Payments and (B) the Net
Cash Proceeds from such sale or such cash capital contribution (to the extent so
used for such Restricted Payment) shall be excluded from the calculation of
amounts under clause (3)(B) of paragraph (a) above;

               (2)  dividends or distributions paid within 60 days after the
date of declaration thereof if at such date of declaration or distributions such
dividend would have complied with this covenant;

               (3)  so long as no Default has occurred and is continuing, the
repurchase or other acquisition of shares of Capital Stock of the Company or any
of its Restricted Subsidiaries from employees, former employees, directors or
former directors of the Company or any of its Subsidiaries (or permitted
transferees of such employees, former employees, directors or former directors),
pursuant to the terms of the agreements (including employment agreements) or
plans (or amendments thereto) approved by the Board of Directors under which
such individuals purchase or sell or are granted the option to purchase or sell,
shares of such Capital Stock; PROVIDED, HOWEVER, that such repurchases and other
acquisitions shall not exceed $5.0 million (excluding the repurchase or other
acquisition described in clause (4) below);

               (4)  so long as no Default has occurred and is continuing, the
repurchase or other acquisition of shares of Capital Stock of Rayfield Limited
from the individual previously disclosed to Capricorn Investors III, L.P. and/or
its Affiliates; PROVIDED, HOWEVER, that such repurchase or acquisition shall not
exceed L3.0 million;

               (5)  the defeasance, redemption, repurchase or other acquisition
of Subordinated Obligations of the Company or any Restricted Subsidiary with the
net cash proceeds from an Incurrence of Refinancing Indebtedness; or;

               (6)  the payment of any dividend or distribution by a Restricted
Subsidiary of the Company to holders of its Capital Stock on a PRO RATA basis.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or any
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 10.7 will be determined by the Company's Board of Directors.

          SECTION 10.8.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
                         RESTRICTED SUBSIDIARIES.

          The Company will not, and will not permit any Restricted Subsidiary
to, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to
the Company, (b) make any loans or advances to the Company or (c) transfer any
of its property or assets to the Company, except:


                                       58
<PAGE>

               (1)  any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Issue Date, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof;

               (2)  any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by
such Restricted Subsidiary on or prior to the date on which such Restricted
Subsidiary was acquired by the Company (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company) and outstanding on such date;

               (3)  this Indenture and the Notes;

               (4)  any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (1), (2) or (3) of this covenant or this clause (4) or
contained in any amendment to an agreement referred to in clause (1), (2) or (3)
of this covenant or this clause (4); PROVIDED, HOWEVER, that the encumbrances
and restrictions with respect to such Restricted Subsidiary contained in any
such refinancing agreement or amendment are no less favorable to the Holders
than encumbrances and restrictions with respect to such Restricted Subsidiary
contained in such predecessor agreements;

               (5)  any such encumbrance or restriction consisting of customary
nonassignment provisions in contracts;

               (6)  in the case of clause (c) above, restrictions contained in
security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements or mortgages;

               (7)  any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of all
or substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;

               (8)  applicable law;

               (9)  restrictions on cash or other deposits or net worth imposed
by customers under contracts entered into in the ordinary course of business;
and

               (10) restrictions contained in Indebtedness under Credit
Facilities permitted to be Incurred under Section 10.6.

          SECTION 10.9.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

               (1)  the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the fair
market value (including as to the value of all non-cash consideration), as
determined in good faith by the Board of Directors, of the shares and assets
subject to such Asset Disposition;

               (2)  at least 75% of the consideration thereof received by the
Company or such Restricted Subsidiary is in the form of cash or cash
equivalents; and


                                       59
<PAGE>

               (3)  an amount equal to 100% of the Net Available Cash from such
Asset Disposition is applied by the Company (or such Restricted Subsidiary, as
the case may be)

                    (A)  FIRST, to the extent the Company elects (or is required
by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior
Debt of the Company within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash;

                    (B)  SECOND, to the extent of the balance of such Net
Available Cash after application in accordance with clause (A), to the extent
the Company elects, to acquire Additional Assets within one year from the later
of the date of such Asset Disposition or the receipt of such Net Available Cash;
and

                    (C)  THIRD, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A) and (B), to make
an offer to the holders of the Notes to purchase Notes pursuant to and subject
to the conditions contained in the Indenture;

PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (A) above, the Company or such Restricted
Subsidiary shall permanently retire such Indebtedness and shall cause the
related loan commitment (if any) to be permanently reduced in an amount equal to
the principal amount so prepaid, repaid or purchased.

          Notwithstanding the foregoing provisions of this covenant, the Company
and the Restricted Subsidiaries will not be required to apply any Net Available
Cash in accordance with this covenant except to the extent that the aggregate
Net Available Cash from all Asset Dispositions which are not applied in
accordance with this covenant exceeds $10.0 million. Pending application of Net
Available Cash pursuant to this covenant, such Net Available Cash shall be
invested in Temporary Cash Investments.

          Notwithstanding the foregoing provisions of this covenant, if the
Company or any of its Restricted Subsidiaries sells, in whole or in part, the
Capital Stock or assets of CCC Consumer Services Inc. or any of its
Subsidiaries, the Company shall not be required to comply with the provisions of
clause (a)(1) above.

          For the purposes of this covenant, the following are deemed to be cash
or cash equivalents:

               (1)  the assumption of Indebtedness of the Company or any
Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition; and

               (2)  securities received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.

          (b)  In the event of an Asset Disposition that requires the purchase
of Notes pursuant to clause (a)(3)(C) above, the Company will purchase Notes
tendered pursuant to an offer by the Company (an "Asset Sale Offer") for the
Notes at a purchase price of 100% of their principal amount, without premium,
plus accrued but unpaid interest, in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Article XI. If the
aggregate purchase price of the securities tendered exceeds the Net Available
Cash allotted to their purchase, the Company will select the securities to be
purchased on a pro rata basis but in round denominations, which in the case of
the Notes will be denominations of $1,000 principal amount or multiples thereof.
The Company shall not be required to make such an offer to purchase Notes
pursuant to this covenant if the Net Available Cash available therefor


                                       60
<PAGE>

is less than $5.0 million (which lesser amount shall be carried forward for
purposes of determining whether such an offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition).

          (c)  The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
covenant. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this clause by virtue of its compliance with
such securities laws or regulations.

          SECTION 10.10.      LIMITATION ON AFFILIATE TRANSACTIONS.

          (a)  The Company will not, and will not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction") unless:

               (1)  the terms of the Affiliate Transaction, as determined by the
Board of Directors in good faith, are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time of the
Affiliate Transaction in arm's-length dealings with a Person who is not an
Affiliate;

               (2)  if such Affiliate Transaction involves an amount in excess
of $1.0 million, the terms of the Affiliate Transaction are set forth in writing
and a majority of the non-employee directors of the Company disinterested with
respect to such Affiliate Transactions have approved the relevant Affiliate
Transaction as evidenced by a Board resolution; and

               (3)  if such Affiliate Transaction involves an amount in excess
of $10.0 million, the Board of Directors shall also have received a written
opinion from an investment banking firm of national standing that is not an
Affiliate of the Company to the effect that such Affiliate Transaction is fair,
from a financial point of view, to the Company and its Restricted Subsidiaries.

          (b)  The provisions of the preceding paragraph (a) will not prohibit:

               (1)  any Restricted Payment permitted to be made pursuant to
Section 10.7 or any Permitted Investment; (2) any issuance of securities, or
other payments, awards or grants in cash, securities or otherwise pursuant to,
or the funding of, employment arrangements, stock options and stock ownership
plans approved by the Board of Directors in the ordinary course of business;

               (3)  the payment of reasonable fees to directors of the Company
who are not employees of the Company or its Restricted Subsidiaries and
customary indemnification and insurance arrangements in favor of any director,
officer, employer or consultant to the Company and any subs;

               (4)  any transaction with a Restricted Subsidiary or joint
venture or similar entity which would constitute an Affiliate Transaction solely
because the Company or a Restricted Subsidiary owns an equity interest in or
otherwise controls such Restricted Subsidiary, joint venture or similar entity;

               (5)  the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company;


                                       61
<PAGE>

               (6) employment agreements entered into by the Company or any of
its Subsidiaries on or prior to the Issue Date and any employment agreement
entered into by the Company or its Restricted Subsidiaries in the ordinary
course of business of the Company or such Restricted Subsidiary; and

               (7) loans or advances, not to exceed $5.0 million in the
aggregate at any time outstanding, to employees in the ordinary course of
business.

          SECTION 10.11. LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES.

          The Company

               (1) will not, and will not permit any Restricted Subsidiary to,
sell, lease, transfer or otherwise dispose of any Capital Stock of any
Wholly-Owned Restricted Subsidiary to any Person (other than the Company or a
Wholly-Owned Subsidiary), and

               (2) will not permit any Wholly-Owned Restricted Subsidiary to
issue any of its Capital Stock (other than, if necessary, shares of its Capital
Stock constituting directors' or other legally required qualifying shares) to
any Person (other than to the Company or a Wholly-Owned Subsidiary), unless

                    (A) immediately after giving effect to such issuance, sale
or other disposition, neither the Company nor any of its Subsidiaries owns 10%
or more of any Capital Stock of such Wholly-Owned Subsidiary; or

                    (B) immediately after giving effect to such issuance, sale
or other disposition, such Restricted Subsidiary would not longer constitute a
Restricted Subsidiary and any Investment in such Person remaining after giving
effect thereto would have been permitted to be made under Section 10.7 if made
on the date of such issuance, sale or other disposition.

          SECTION 10.12. LIMITATION ON LIENS.

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, Incur or permit to exist any Lien (the "Initial
Lien") of any nature whatsoever on any of its properties (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, other than Permitted Liens, without effectively providing that the
Notes shall be secured equally and ratably with (or prior to) the obligations so
secured for so long as such obligations are so secured.

          Any Lien created for the benefit of the Holders of the Notes pursuant
to the preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the Initial Lien.

          SECTION 10.13. LIMITATION ON SALE/LEASEBACK TRANSACTIONS.


          The Company will not, and will not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any property
unless:


                                       62
<PAGE>

               (1) the Company or such Restricted Subsidiary would be entitled
to (A) Incur Indebtedness in an amount equal to the Attributable Debt with
respect to such Sale/Leaseback Transaction pursuant to Section 10.6 and (B)
create a Lien on such property securing such Attributable Debt without equally
and ratably securing the Notes pursuant to Section 10.12;

               (2) the net proceeds received by the Company or any Restricted
Subsidiary in connection with such Sale/Leaseback Transaction are at least equal
to the fair value (as determined by the Board of Directors) of such property;
and

               (3) the Sale/Leaseback Transaction is treated as an Asset
Disposition and all of the conditions of the Indenture described under
"--Limitation on Sales of Assets and Subsidiary Stock" (including the provisions
concerning the application of Net Available Cash) are satisfied with respect to
such Sale/Leaseback Transaction, treating all of the Net Cash Proceeds received
in such Sale/Leaseback Transaction as Net Available Cash for purposes of such
covenant.

          SECTION 10.14. DESIGNATION OF RESTRICTED AND UNRESTRICTED
SUBSIDIARIES.

          Any Subsidiary not designated as an Unrestricted Subsidiary in
accordance with Section 10.14 shall be a Restricted Subsidiary. The Board of
Directors may designate any Restricted Subsidiary as an Unrestricted Subsidiary
if the requirements set forth in the definition of "Unrestricted Subsidiary" are
satisfied and if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of such designation and will reduce the amount available for Restricted Payments
under Section 10.7(a)(3). That designation will only be permitted if such
Restricted Payment would be permitted at that time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The
Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if the requirements set forth in the definition of
"Unrestricted Subsidiary" are satisfied and if the redesignation would not cause
a Default.

          SECTION 10.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

          (a) If a Change of Control occurs, the Company shall make an offer (a
"Change of Control Offer") to each Holder to repurchase all or any part, equal
to $1,000 or an integral multiple of $1,000, of the Holder's Notes at an offer
price in cash equal to 100% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest, thereon to the date fixed for repurchase (the
"Change of Control Payment").

          (b) Within 30 business days following a Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase the Notes on
the date specified in the notice, which date shall be no earlier than 30 days
and no later than 60 days from the date the notice is mailed (the "Change of
Control Payment Date") pursuant to the procedures set forth in this Section
10.15 and described in the notice.

          (c) The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with their
purchase of Notes pursuant to a Change of Control Offer. To the extent the
provisions of any such rule conflict with the provisions of this Indenture
relating to an Change of Control Offer, the Company shall comply with the
provisions of such rule and be deemed not to have breached its obligations
relating to such Change of Control Offer.


                                       63
<PAGE>

          (d) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions of Notes properly
tendered under the Change of Control Offer; (2) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions of the Notes so tendered; and (3) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions of the Notes being purchased
by the Company.

          (e) The Paying Agent shall mail promptly to each holder of Notes so
tendered the Change of Control Payment for the Notes, and the Trustee shall
promptly authenticate and mail, or cause to be transferred by book entry, to
each holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, PROVIDED, HOWEVER, that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

          (f) Prior to a Change of Control Payment Date, the Company shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under the agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 10.15.

          (g) The Change of Control provisions described in this Section 10.15
shall be applicable notwithstanding any other provisions of this Indenture.

          (h) The Company shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 10.15 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

          The Company shall continue (i) to directly or indirectly maintain 100%
ownership of the Trust Common Securities; PROVIDED, HOWEVER, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of the
Trust Common Securities and (ii) to use its reasonable efforts to cause the
Trust (x) to remain a statutory business trust, except in connection with the
distribution of Securities to the holders of Trust Securities in liquidation of
the Trust, the redemption of all of the Trust Securities, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (y)
to otherwise continue to be classified for United States Federal income tax
purposes as an entity which is not subject to United States Federal income tax
at the entity level and the income of which is treated for United States Federal
income tax purposes as derived by holders of interests in the entity.

                                   ARTICLE XI

                            REDEMPTION AND PREPAYMENT

          SECTION 11.1. OPTIONAL REDEMPTION. The Company shall have the right to
redeem the Notes (an "Optional Redemption") in whole or in part, at any time or
from time to time on or after February 23, 2004, in cash at the Redemption
Price, plus any accrued and unpaid interest, including Additional Payments, if
any, to the Redemption Date.

          SECTION 11.2. TAX EVENT REDEMPTION. (a) If a Tax Event has occurred
and is continuing and:

               (1) the Company has received a Redemption Tax Opinion; or

               (2) after receiving a Dissolution Tax Opinion, the Administrative
Trustee shall have been informed by tax counsel rendering the Dissolution Tax
Opinion that a No Recognition Opinion cannot be delivered (each such a case, a
"Redemption Tax Event"),


                                       64
<PAGE>

then the Company shall have the right upon not less than 30 days, nor more than
60 days, notice to the Holders of the Notes to redeem the Notes in whole, but
not in part, for cash at the Redemption Price, plus accrued and unpaid interest,
including Additional Payments, if any, to the Redemption Date, within 90 days
following the occurrence of such Redemption Tax Event (the "90-Day Period");
PROVIDED, HOWEVER, that if, at the time there is available to the Company or the
Trust the opportunity to eliminate, within the 90-Day Period, the Tax Event by
taking some Ministerial Action, then the Company or the Trust shall pursue such
measure in lieu of redemption; and PROVIDED FURTHER that the Company shall have
no right to redeem the Notes while the Trust is pursuing any Ministerial Action
or other similar measure pursuant to its obligations under the Declaration.

          (b) If the Company opts not to redeem the Notes pursuant to this
Section 11.2, the Company shall be required to pay Additional Interest in
respect of the Notes pursuant to Section 3.1 for so long as (i) a Tax Event has
occurred and is continuing, (ii) the Property Trustee is the sole Holder of the
Securities and (iii) the Trust becomes subject to tax as a result of such Tax
Event.

          SECTION 11.3. SELECTION OF NOTES TO BE REDEEMED.If less than all of
the Notes are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Notes to be redeemed or purchased among the Holders
of the Notes, on a PRO RATA basis, by lot or in accordance with any other method
the Trustee considers 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 from the Outstanding Notes not previously called for
redemption.

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

          SECTION 11.4. NOTICE OF REDEMPTION.

          Subject to the provisions of Section 11.9 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

          (a) the Redemption Date;

          (b) the Redemption Price (plus all accrued and unpaid interest,
including Additional Payments, if any, to the Redemption Date);

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

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


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<PAGE>

          (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;

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

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

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

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 30 days, or such shorter
period allowed by the Trustee, prior to the Redemption Date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

          SECTION 11.5. EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 11.4
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 11.6. DEPOSIT OF REDEMPTION PRICE.

          On or 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 (including Additional Payments) on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
Redemption Price of, and accrued interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date according to the terms and provision of Section 3.8. 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 3.1
hereof.

          SECTION 11.7. 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.


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<PAGE>

          SECTION 11.8. MANDATORY REDEMPTION.

          The Company shall not be required to make sinking fund payments with
respect to the Notes.

          SECTION 11.9. OFFER TO PURCHASE.

          In the event that, pursuant to Section 10.9 or Section 10.15 hereof,
the Company shall be required to commence an offer to all Holders to purchase
Notes (a "Repurchase Offer"), it shall follow the procedures specified below.

          The Repurchase Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Sections 10.9 or 10.15 hereof (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer or Change of Control Offer, as applicable. Payment for any
Notes so purchased shall be made in the same manner as interest payments are
made.

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

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

          (a) that the Repurchase Offer is being made pursuant to this Section
11.9 and Sections 10.9 or 10.15 hereof and the length of time the Repurchase
Offer shall remain open;

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

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

          (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Repurchase Offer shall cease to accrue
interest after the Purchase Date;

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

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

          (g) that Holders shall be entitled to withdraw their election if the
Company or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram,


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<PAGE>

telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note
purchased;

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

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

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

          Other than as specifically provided in this Section 11.9, any purchase
pursuant to this Section 11.9 shall be made pursuant to the provisions of
Sections 11.1 through 11.7 hereof.

                                   ARTICLE XII

                             SUBORDINATION OF NOTES

          SECTION 12.1. AGREEMENT TO SUBORDINATE.

          The Company covenants and agrees, and each Holder of Notes by such
Holder's acceptance thereof likewise covenants and agrees, that all Notes shall
be issued subject to the provisions of this Article XII; and each Holder of a
Note, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions. The payment by the Company of
the principal of, and interest (including Additional Payments) on all Notes
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and junior in right of payment to the prior payment in full of
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
Incurred; PROVIDED HOWEVER, that no provision of this Article XII shall prevent
the occurrence of any Default or Indenture Event of Default hereunder.

          SECTION 12.2. DEFAULT ON SENIOR DEBT.

          In the event (i) of any default by the Company in the payment of
principal, interest or any other payment due on any Senior Debt continuing
beyond the period of grace, if any, specified in the instrument evidencing such
Senior Debt and during the continuation of such default, unless and until such
default shall have been cured or waived or shall have ceased to exist, or (ii)
the maturity of any Senior Debt has been accelerated because of a default, then
no payment shall be made by the Company with respect to


<PAGE>

the principal of (including redemption payments, if any), or interest on the
Notes (except that holders of the Notes may receive and retain Permitted Junior
Securities and payments from a trust described under Article XIV so long as, on
the date or dates the respective amounts were paid into the trust, such payments
were made with respect to the Notes in accordance with the provisions of Article
XIV and without violating the provisions of Article XII of this Indenture (a
"Defeasance Trust Payment")). Notwithstanding the foregoing, the prohibition set
forth in this paragraph in the case of clause (i) above shall not extend beyond
the period that is 179 days following the date of occurrence of the initial
payment default that commenced such prohibition unless the maturity of the
applicable Senior Debt has been accelerated.

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 12.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior Debt
or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, but only to the extent that the holders
of the Senior Debt (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Debt and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Senior Debt.

          SECTION 12.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

          Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all principal of, and interest due or to
become due on, all Senior Debt must be paid in full before any payment is made
on account of the principal or interest on the Notes (except that holders of the
Notes may receive and retain Permitted Junior Securities and Defeasance Trust
Payments); and upon any such dissolution or winding up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Notes or the Trustee would be entitled, except for the
provisions of this Article XII, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Notes or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt
held by such holders, as calculated by the Company) or their representative or
representatives, as their respective interests may appear, to the extent
necessary to pay such Senior Debt in full, in money or money's worth, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Debt, before any payment or distribution is made to the Holders of
Notes or to the Trustee (except that holders of the Notes may receive and retain
Permitted Junior Securities and Defeasance Trust Payments).

          In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Notes before all Senior Debt is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Debt or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Debt may have been issued, and
their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Debt remaining unpaid to the extent
necessary to pay such Senior Debt in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Debt.

          For purposes of this Article XII, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or other securities or Indebtedness of the Company or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinated at least to the extent provided in this
Article XII with respect to the Notes to the payment of all Senior Debt which
may at the time be outstanding; provided, that (i) such Senior Debt is assumed
by the new corporation, if any, resulting from any such reorganization or


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<PAGE>

readjustment, and (ii) the rights of the holders of such Senior Debt are not,
without the consent of such holders, altered by such reorganization or
readjustment. "Permitted Junior Securities" means: (1) Capital Stock or other
equity interests in the Company; or (2) debt securities of the Company that are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Debt pursuant to Article XII, that have a final maturity
date and a Weighted Average Life to Maturity which is the same as or greater
than the Notes and that are not secured by a Lien on any assets. The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of all or substantially all its properties and
assets on a consolidated basis to another Person upon the terms and conditions
provided for in Article VIII hereof shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section 12.3 if such
other Person shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions stated in Article VIII hereof.
Nothing in Section 12.2 or in this Section 12.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7 hereof.

          SECTION 12.4. SUBROGATION.

          Subject to the payment in full of all Senior Debt, the rights of the
Holders of the Notes shall be subrogated to the rights of the holders of such
Senior Debt to receive payments or distributions of cash, property or securities
of the Company, as the case may be, applicable to such Notes until the principal
of and interest on the Senior Debt shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such Senior
Debt of any cash, property or securities to which the Holders of the Notes or
the Trustee would be entitled except for the provisions of this Article XII, and
no payment pursuant to the provisions of this Article XII, to or for the benefit
of the holders of such Senior Debt by Holders of the Notes or the Trustee,
shall, as between the Company, its creditors other than holders of Senior Debt,
and the Holders of the Notes, be deemed to be a payment by the Company to or on
account of such Notes. It is understood that the provisions of this Article XII
are and are intended solely for the purposes of defining the relative rights of
the Holders of the Notes, on the one hand, and the holders of such Senior Debt
on the other hand.

          Nothing contained in this Article XII or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as between the Company, its
creditors, other than the holders of Senior Debt, and the Holders of the Notes,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders of the Notes the principal of and interest on the Notes as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Notes and
creditors of the Company, as the case may be, other than the holders of Senior
Debt, nor shall anything herein or therein prevent the Trustee or the Holder of
any Note from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XII of the holders of such Senior Debt in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

          Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 6.3, and
the Holders of the Notes, shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Notes, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XII.


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<PAGE>

          SECTION 12.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of Notes by such Holder's acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XII and appoints the Trustee as such Holder's attorney-in-fact for any
and all such purposes.

          SECTION 12.6. NOTICE BY THE COMPANY.

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Notes pursuant
to the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the Notes
pursuant to the provision of this Article XII, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof at the
Corporate Trust Office of the Trustee from the Company or a holder or holders of
Senior Debt or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.3 hereof,
shall be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section 12.6 at least three Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any Note),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

          The Trustee, subject to the provisions of Section 6.3, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of such
Senior Debt or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the right of such Person under this Article XII, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

          SECTION 12.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XII in respect of any Senior Debt at any time
held by it, to the same extent as any other holder of Senior Debt, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Debt, and, subject to the
provisions of Section 6.3, the Trustee shall not be liable to any holder of such
Senior Debt if it shall pay over or deliver to Holders of Notes, the Company or
any other Person money or assets to which any holder of such Senior Debt shall
be entitled by virtue of this Article XII or otherwise.


                                       71
<PAGE>

          SECTION 12.8. SUBORDINATION MAY NOT BE IMPAIRED.

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Notes, without
Incurring responsibility to the holders of the Notes and without impairing or
releasing the subordination provided in this Article XII or the obligations
hereunder of the Holders of the Notes to the holders of Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Debt, or otherwise
amend or supplement in any manner such Senior Debt or any instrument evidencing
the same or any agreement under which such Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Senior Debt; (iii) release any Person liable in any
manner for the collection of such Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

          SECTION 12.9. SUBORDINATION PROVISIONS NOT APPLICABLE TO MONEY HELD IN
TRUST FOR HOLDERS.All money and United States Government Obligations deposited
in trust with the Trustee pursuant to and in accordance with Article XIV shall
be for the sole benefit of the Holders and shall not be subject to this Article
XII.

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

          SECTION 13.1. NO RECOURSE.

          No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Note, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or the Trustee or of
any predecessor or successor corporations, either directly or through the
Company or the Trustee or any such predecessor or successor corporations,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be Incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or the Trustee or of any predecessor or
successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or
implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against every such incorporator,
stockholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Notes.

                                       72
<PAGE>

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

                                   ARTICLE XIV

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 14.1. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

          The Company may, at its option and at any time, elect to have either
Section 14.2 or 14.3 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article XIV.

          SECTION 14.2. LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 14.1 hereof of the option
applicable to this Section 14.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 14.4 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (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 14.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and the Company shall be deemed 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 14.4 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (b) the Company's obligations with respect to such Notes
under Section 10.2 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 XIV. Subject to compliance with this Article XIV, the
Company may exercise its option under this Section 14.2 notwithstanding the
prior exercise of its option under Section 14.3 hereof.

          SECTION 14.3. COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 14.1 hereof of the option
applicable to this Section 14.3, the Company, subject to the satisfaction of the
conditions set forth in Section 14.4 hereof, be released from its obligations
under the covenants contained in Sections 10.6, 10.7, 10.8, 10.9, 10.10, 10.11,
10.12, 10.13, 10.14 and 10.15 and Article VIII with respect to the outstanding
Notes on and after the date the conditions set forth in Section 14.4 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default, 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


                                       73
<PAGE>

Section 14.1 hereof of the option applicable to this Section 14.3 hereof,
subject to the satisfaction of the conditions set forth in Section 14.4 hereof,
Sections 5.1(3), 5.1(6), 5.1(7) and 5.1(8) shall not constitute Events of
Default.

          SECTION 14.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 14.2 or 14.3 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, and interest on, the outstanding Notes on
the stated date for payment thereof or on the applicable redemption date, as the
case may be and the Company shall specify whether the Notes are being defeased
to maturity or to a particular redemption date;

          (b) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion of counsel shall confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such Legal Defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

          (c) in the case of Covenant Defeasance, 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 will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to the federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the Incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article XIV
concurrently with such Incurrence) at any time in the period ending on the 91st
day after the date of deposit;

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

          (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on 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;

          (g) 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 over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and


                                       74
<PAGE>

          (h) the Company shall have delivered to the Trustee an Officers'
Certificate, stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.

          SECTION 14.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 14.6 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 14.5, the
"Trustee") pursuant to Section 14.4 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 14.4 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 XIV 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 14.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

          SECTION 14.6. REPAYMENT TO COMPANY.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust. The Holder of such Note shall thereafter 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 will be repaid to the Company.

          SECTION 14.7. REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 14.2 or
14.3 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 14.2 or 14.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 14.2 or 14.3
hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company makes any
payment of


                                       75
<PAGE>

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.


                                       76
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    CCC INFORMATION SERVICES GROUP INC.



                                    By: /s/ Reid E. Simpson
                                       -------------------------------------
                                    Name:  Reid E. Simpson
                                    Title: Executive Vice President and
                                           Chief Financial Officer



                                    WILMINGTON TRUST COMPANY, as trustee



                                    By: /s/ Jill K. Morrison
                                       -------------------------------------
                                    Name:  Jill K. Morrison
                                    Title: Financial Services Officer
<PAGE>

                                    EXHIBIT A
                                  FORM OF NOTE

                             [FORM OF FACE OF NOTE]


          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. 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 OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY THE
ACQUISITION HEREOF, THE HOLDER AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO
WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

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

                          Increasing Rate Note due 2006

No. _________                                                   $___________

          CCC Information Services Group Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called "the Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CCC Capital Trust,
or registered assigns, the principal sum of ___________________________ Dollars
($____________) on February 23, 2006.

          Interest Payment Dates: March 31, June 30, September 30 and December
31, commencing March 31, 2001.

          Regular Record Dates: the close of business on the 15th day
immediately preceding each Interest Payment Date, commencing March 31, 2001.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Capitalized terms used
herein but not defined herein shall have the meanings ascribed to such terms in
the Indenture.

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

          IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

Dated: _________________, ____.


                                      B-1
<PAGE>

                                       CCC INFORMATION SERVICES GROUP INC.


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

[SEAL]


Attest:
       -------------------------------------


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: _______________, ____.




                                       WILMINGTON TRUST COMPANY, as Trustee



                                       By:
                                          --------------------------------
                                          Authorized Signatory


                                      B-2
<PAGE>

                            [FORM OF REVERSE OF NOTE]

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

                          Increasing Rate Note due 2006

          (1) INTEREST. CCC Information Services Group Inc., a Delaware
corporation (the "Company"), is the issuer of this Increasing Rate Note due 2006
(the "Note") in the aggregate principal amount of $__________ issued under the
Indenture hereinafter referred to. The Company promises to pay interest on the
Notes in cash from February 23, 2001 or from the most recent interest payment
date to which interest has been paid or duly provided for, quarterly in arrears
on March 31, June 30, September 30 and December 31 of each year (each day an
"Interest Payment Date"), commencing March 31, 2001, at the rate of (a) 9% per
annum, from February 23, 2001 through and including February 22, 2004 (such
three-year period of time from February 23, 2001 through and including February
22, 2004, is referred to herein as the "Initial Three Year Period") and (b) 11%
per annum from and following February 23, 2004, plus Additional Interest, until
the principal hereof shall have become due and payable. On any Interest Payment
Date occurring during the Initial Three Year Period, so long as no Default has
occurred and is continuing, interest on the Note may be paid in cash, or at the
election of the Company, in the form of PIK Notes. Notwithstanding the
foregoing, PIK Notes may be issued only in denominations of $1,000 and integral
multiples thereof, and the Company will pay in cash such amount of interest as
shall be necessary to cause the PIK Notes to conform to the requirements of this
sentence. After the Initial Three Year Period, interest on the Note shall be
paid in cash.

          The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. The amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed will be computed on the basis of the actual number of days elapsed. In
the event that any date on which interest is payable on the Notes is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (without any interest or other
payment in respect of such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

          (2) ADDITIONAL INTEREST. The Company shall pay to CCC Capital Trust, a
Delaware business trust (and its permitted successors or assigns under the
Declaration) (the "Trust"), such amounts as shall be required so that the net
amounts received and retained by the Trust after paying any taxes, duties,
assessments or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority ("Additional Interest") will be not less than the amounts the Trust
would have received had no such taxes, duties, assessment or governmental
charges been imposed.

          (3) METHOD OF PAYMENT. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the regular record date for such interest installment,
which shall be the close of business on the 15th day immediately preceding each
Interest Payment Date (the "Regular Record Date"), commencing March 31, 2001.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner deemed practicable by the Trustee.

          Payment of the principal of and interest on this Note will be made by
wire transfer of immediately available funds to an account designated in writing
by the Holder. Notwithstanding the foregoing, if the aggregate principal amount
of and interest on this Note and any other Note issued under


                                      B-3
<PAGE>

the Indenture held by an Affiliate of the Holder of this Note is less than
$5,000,000, such Notes (including this Note) shall be payable at the office or
agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; PROVIDED, HOWEVER, that,
at the option of the Company, cash payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Register.

          (4)  PAYING AGENT AND REGISTRAR. The Trustee will act as Paying Agent
and Registrar. The Company may change any Paying Agent, Registrar or co-
registrar without prior notice. The Company or any of its Affiliates may act in
any such capacity.

          (5)  INDENTURE. The Company issued the Notes under an indenture, dated
as of February 23, 2001 (the "Indenture"), between the Company and Wilmington
Trust Company, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Notes, and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by the
incorporation of certain provisions of the Trust Indenture Act of 1939 (15 U.S.
Code ss. 77aaa-77bbbb) ("TIA") as in effect on the date of the Indenture. The
Notes are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are unsecured general obligations of the
Company limited (with certain exceptions, including the Company's right to issue
PIK Notes) to $67,010,310 in aggregate principal amount, may be issued in one
additional series as contemplated by Section 3.1 and Section 9.1 of the
Indenture and are subordinated in right of payment to all Senior Debt of the
Company. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed or to
convert this Note as provided in the Indenture.

          (6)  OPTIONAL REDEMPTION. The Notes are redeemable at the Company's
option (an "Option Redemption") in whole or in part, at any time or from time to
time on or after February 23, 2004 at the Redemption Price, plus any accrued and
unpaid interest, including Additional Payments, if any, to the Redemption Date.

          (7)  OPTIONAL REDEMPTION UPON TAX EVENT. The Notes are subject to
redemption, at the election of the Company, in whole (but not in part), for cash
at the Redemption Price, plus any accrued and unpaid interest, including
Additional Payments, if any, to the Redemption Date at any time within 90 days
following the occurrence and continuation of a Redemption Tax Event (as defined
in the Declaration). Any redemption pursuant to this Section 7 will be made upon
not less than 30 nor more than 60 days' notice.

          (8)  NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of the Notes to be redeemed at his address of record. The Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. In the event of a redemption of less than all of the Notes,
the Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the Redemption Date, interest ceases to accrue on the
Notes or portions of them called for redemption.

          If this Note is redeemed subsequent to a Regular Record Date with
respect to any Interest Payment Date specified above and on or prior to such
Interest Payment Date, then any accrued interest will be paid to the person in
whose name this Note is registered at the close of business on such record date.


                                      B-4
<PAGE>

          (9)  REDEMPTION OF TRUST SECURITIES. Upon the repayment of the Notes,
whether at maturity, upon any acceleration, earlier redemption or otherwise, the
proceeds from such repayment or payment shall simultaneously be applied to
redeem Trust Securities having an aggregate liquidation amount equal to the
Notes so repaid or redeemed at the applicable redemption price together with
accrued and unpaid distributions through the date of redemption; provided, that
holders of the Trust Securities shall be given not less than 30 nor more than 60
days notice of such redemption. There are no sinking fund payments with respect
to the Notes.

          (10) SUBORDINATION. The payment of the principal of, interest on or
any other amounts due on the Notes is subordinated in right of payment to all
Senior Debt of the Company, as described in the Indenture. Each holder, by
accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

           (11) REGISTRATION, TRANSFER, EXCHANGE AND DENOMINATIONS. As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Register, upon surrender of this
Note for registration of transfer at the office or agency of the Company in
Chicago, Illinois, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

          (12) PERSONS DEEMED OWNERS. Except as provided in Section 3 hereof,
the registered Holder of a Note may be treated as its owner for all purposes.

          (13) UNCLAIMED MONEY. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent shall
pay the money back to the Company at its written request. After that, holders of
Notes entitled to the money must look to the Company for payment unless an
abandoned property law designates another Person and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

          (14) DEFAULTS AND REMEDIES. The Notes shall have the Indenture Events
of Default as set forth in Section 5.1 of the Indenture. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing,
the Trustee by notice to the Company or the holders of not less than 25% in
principal amount of the then outstanding Notes by notice to the Company and the
Trustee may declare all the Notes to be due and payable immediately; provided,
that if the Property Trustee is the sole Holder of the Notes and if upon an
Indenture Event of Default, the Trustee fails to declare the principal of all
the Notes to be immediately due and payable, the holders of 25% of the aggregate
liquidation amount of Trust Preferred Securities then outstanding shall have
such right by a notice in writing to the Company and the Trustee; and upon such
declaration such principal and all accrued interest shall become immediately due
and payable.

          The holders of a majority in principal amount of the Notes then
outstanding by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Indenture Events of Default have been cured or waived


                                      B-5
<PAGE>

except nonpayment of principal or interest that has become due solely because of
the acceleration. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, holders of a majority
in principal amount of the then outstanding Notes issued under the Indenture may
direct the Trustee in its exercise of any trust or power. The Company must
furnish annually compliance certificates to the Trustee. The above description
of Indenture Events of Default and remedies is qualified by reference to, and
subject in its entirety by, the more complete description thereof contained in
the Indenture.

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

          (16) TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company with the same rights it would have, as if it
were not Trustee, subject to certain limitations provided for in the Indenture
and in the TIA.

          (17) NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Notes.

          (18) GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE NOTES.

          (19) AUTHENTICATION. The Notes shall not be valid until authenticated
by the manual signature of an authorized officer of the Trustee or an
authenticating agent.

          The Company will furnish to any Holder of the Notes upon written
request and without charge a copy of the Indenture. Requests may be made to:

                  CCC Information Services Group Inc.
                  World Trade Center
                  444 Merchandise Mart
                  Chicago, Illinois  60606
                  Attention:  Chief Financial Officer


                                      B-6
<PAGE>

                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

------------------------------------------------------------
(Insert assignee's social security or tax I.D. no.)

------------------------------------------------------------
(Print or type assignee's name, address and zip code)

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

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

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

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

Signature Guarantee:*
                     ---------------------------------------------------------
[INCLUDE THE FOLLOWING IF THE NOTE BEARS A RESTRICTED SECURITIES LEGEND - IN
CONNECTION WITH ANY TRANSFER OF ANY OF THE NOTES EVIDENCED BY THIS CERTIFICATE,
THE UNDERSIGNED CONFIRMS THAT SUCH NOTES ARE BEING]:







-------------------------
** Signature must be guaranteed by a commercial bank, trust company or member
firm of The New York Stock Exchange, Inc.


                                      B-7
<PAGE>

CHECK ONE BOX BELOW

     (1)  [ ]   exchanged for the undersigned's own account without transfer; or

     (2)  [ ]   transferred pursuant to and in compliance with Rule 144 under
the Securities Act of 1933; or

     (3)  [ ]   transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933.

          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
(3) is checked, the Trustee may require, prior to registering any such transfer
of the Notes such legal opinions, certifications and other information as the
Company has reasonably requested 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 of 1933, such as the exemption
provided by Rule 144 under such Act.



                                       Signature:
                                                 -----------------------------



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






-----------------------
* Signature must be guaranteed by a commercial bank, trust company or member
firm of The New York Stock Exchange, Inc.


                                      B-8