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                                                                     Exhibit 4.1


                                    NVR, INC.

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                         a national banking association,
                                     Trustee

                            5% Senior Notes due 2010


                          FOURTH SUPPLEMENTAL INDENTURE


                            Dated as of June 17, 2003

                                       TO

                                    INDENTURE

                           Dated as of April 14, 1998


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                                TABLE OF CONTENTS

                        ARTICLE I. CREATION OF THE NOTES

Section 1.01      Designation of Series........................................1
Section 1.02      Form of Notes................................................2
Section 1.03      Limit on Amount of Series....................................2
Section 1.04      Certificate of Authentication................................2

              ARTICLE II. APPOINTMENT OF THE TRUSTEE FOR THE NOTES

Section 2.01      Appointment of Trustee.......................................2
Section 2.02      Rights, Powers, Duties and Obligations of the Trustee........2

                            ARTICLE III. DEFINITIONS

                         ARTICLE IV. EVENTS OF DEFAULT

Section 4.01      Events of Default............................................8
Section 4.02      Acceleration of Maturity; Rescission and Annulment...........9

                      ARTICLE V. COVENANTS OF THE COMPANY

Section 5.01      Restrictions on Secured Debt................................10
Section 5.02      Restriction on Sale and Leaseback Transactions..............10
Section 5.03      Payments for Consent........................................11

              ARTICLE VI. MERGER, CONSOLIDATION OR SALE OF ASSETS

                            ARTICLE VII. REDEMPTION

Section 7.01      Redemption..................................................12
Section 7.02      Selection and Notice........................................13

                            ARTICLE VIII. GUARANTEES

                           ARTICLE IX. MISCELLANEOUS

Section 9.01      Discharge; Defeasance.......................................13
Section 9.02      Application of Fourth Supplemental Indenture................13
Section 9.03      Benefits of Fourth Supplemental Indenture...................13
Section 9.04      Defined Terms...............................................13
Section 9.05      Effective Date..............................................13
Section 9.06      Governing Law...............................................13
Section 9.07      Counterparts................................................14
Section 9.08      Satisfaction and Discharge..................................14
Section 9.09      Supplemental Indentures.....................................14








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                          FOURTH SUPPLEMENTAL INDENTURE

                  FOURTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2003,
between NVR, INC., a Virginia corporation (hereinafter called the "Company"),
having its principal office at 7601 Lewinsville Road, Suite 300, McLean,
Virginia, 22102 and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association (the "Trustee"), having a Corporate Trust Office at 100 Wall Street,
Suite 1600, New York, New York 10005. Capitalized terms used and not otherwise
defined herein shall have the meaning set forth in the Base Indenture (as
defined).

                                    RECITALS

                  WHEREAS, the Company and The Bank of New York have as of April
14, 1998 entered into an Indenture (the "Base Indenture") providing for the
issuance by the Company from time to time of its senior debt securities
evidencing its unsecured and unsubordinated indebtedness (the "Securities");

                  WHEREAS, the Company previously issued Securities under the
Base Indenture pursuant to a First Supplemental Indenture, dated April 14, 1998,
by and between the Company and The Bank of New York (as amended by a Second
Supplemental Indenture, dated as of February 27, 2001 and a Third Supplemental
Indenture, dated as of March 14, 2002), $145,000,000 in aggregate principal
amount of the Company's 8% Senior Notes due 2005;

                  WHEREAS, the Company desires under this Fourth Supplemental
Indenture to issue the Notes (as defined in Article III hereof) and has duly
authorized the creation of the Notes and the execution and delivery of this
Fourth Supplemental Indenture to modify and supplement the Base Indenture and
provide certain additional provisions as hereinafter described;

                  WHEREAS, in accordance with Section 901(7) of the Base
Indenture, the Company and the Trustee are authorized and permitted to amend and
supplement the Base Indenture as set forth herein, without the consent of any
Holder, and all requirements set forth in Article Nine of the Base Indenture to
make this Fourth Supplemental Indenture effective have been satisfied; and

                  WHEREAS, the Company and the Trustee deem it advisable to
enter into this Fourth Supplemental Indenture for the purposes of establishing
the terms of the Notes and for providing for the rights, obligations and duties
of the Trustee with respect to the Notes;

                  NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE

                  WITNESSETH:

                  For and in consideration of the mutual premises and agreements
herein contained, the Company and the Trustee covenant and agree, for the equal
and proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE I.
                              CREATION OF THE NOTES

                  Section 1.01 Designation of Series. Pursuant to the terms
hereof and Sections 201 and 301 of the Base Indenture, the Company hereby
creates a series of its Notes known as the "5% Senior Notes due 2010," which
shall be deemed "Securities" for all purposes under the Base Indenture.



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                  Section 1.02 Form of Notes. The definitive form of the Notes
shall be substantially in the form set forth in Exhibit A attached hereto which
is incorporated herein and made part hereof. The Notes shall bear interest, be
payable and have such other terms as are stated in the form of definitive Note
or in the Base Indenture, as supplemented by this Fourth Supplemental Indenture.

                  Section 1.03 Limit on Amount of Series. The principal amount
of Notes issued under this Fourth Supplemental Indenture shall be $200,000,000.

                  Section 1.04 Certificate of Authentication. The Trustee's
certificate of authentication to be borne on the Notes shall be substantially as
provided in the Base Indenture.

                                  ARTICLE II.
                    APPOINTMENT OF THE TRUSTEE FOR THE NOTES

                  Section 2.01 Appointment of Trustee. Pursuant and subject to
the Base Indenture, the Company and the Trustee hereby constitute the Trustee as
Trustee to act on behalf of the Holders of the Notes, and as the principal
Paying Agent and Security Registrar for the Notes, effective upon execution and
delivery of this Fourth Supplemental Indenture. By execution, acknowledgment and
delivery of this Fourth Supplemental Indenture, the Trustee hereby accepts
appointment as Trustee, Paying Agent and Security Registrar with respect to the
Notes, and agrees to perform such trusts upon the terms and conditions in the
Base Indenture and in this Fourth Supplemental Indenture set forth.

                  Section 2.02 Rights, Powers, Duties and Obligations of the
Trustee. Any rights, powers, duties and obligations by any provisions of the
Base Indenture conferred or imposed upon the Trustee shall, insofar as permitted
by law, be conferred or imposed upon and exercised or performed by the Trustee
with respect to the Notes.

                                  ARTICLE III.
                                  DEFINITIONS

                  So long as any of the Notes are Outstanding, the following
definitions shall be applicable to the Notes, be included as defined terms for
all purposes under the Base Indenture with respect to the Notes and, to the
extent inconsistent with the definition of such term contained in Section 101 of
the Base Indenture, shall replace such definition for purposes of the Notes:

                  "Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to: (i) the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus (ii) 50 basis points.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance with
GAAP.

                  "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Base Indenture" has the meaning set forth in the Recitals.

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                  "Capital Lease Obligation" means, at the time any
determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet
in accordance with GAAP.

                  "Capital Stock" means:

                           (1) in the case of a corporation, corporate stock;

                           (2) in the case of an association or business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of corporate stock;

                           (3) in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                           (4) any other interest or participation that confers
         on a Person the right to receive a share of the profits and losses of,
         or distributions of assets of, the issuing Person.

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

                  "Comparable Treasury Price" means, with respect to any
redemption date:

                           (1) the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third Business Day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities", or

                           (2) if such release (or any successor release) is not
         published or does not contain such prices on such Business Day, (A) the
         average of the Reference Treasury Dealer Quotations for such redemption
         date, after excluding the highest and lowest of such Reference Treasury
         Dealer Quotations or (B) if the Trustee obtains fewer than three such
         Reference Treasury Dealer Quotations, the average of all such
         Quotations.

                  "Consolidated Net Tangible Assets" means the total amount of
assets which would be included on a combined balance sheet of the Restricted
Subsidiaries (not including the Company) together with the total amount of
assets that would be included on the Company's balance sheet, not including the
Company's Subsidiaries, under GAAP (less applicable reserves and other properly
deductible items) after deducting therefrom:

                           (1) all short-term liabilities, except for
         liabilities payable by their terms more than one year from the date of
         determination (or renewable or extendible at the option of the obligor
         for a period ending more than one year after such date) and liabilities
         in respect of retiree benefits other than pensions for which the
         Restricted Subsidiaries are required to accrue pursuant to Statement of
         Financial Accounting Standards No. 106;

                           (2) investments in Subsidiaries that are not
         Restricted Subsidiaries; and

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                           (3) all goodwill, trade names, trademarks, patents,
         unamortized debt discount, unamortized expense incurred in the issuance
         of debt and other intangible assets.

                  "Credit Facility" means the Third Amended and Restated Credit
Agreement among the Company and the banks named therein and BankBoston as agent,
dated as of September 30, 1998, and as amended from time to time thereafter,
providing for revolving credit borrowings, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

                  "Event of Default" has the meaning set forth in Section 4.01
hereof.

                  "Financial Services Subsidiary" means a Subsidiary engaged in
mortgage banking (including mortgage origination, loan servicing, tax service,
mortgage brokerage and title and escrow businesses), master servicing and
related activities, including, without limitation, a Subsidiary which
facilitates the financing of mortgage loans and mortgage-backed securities and
the securitization of mortgage-backed bonds and other related activities.

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

                  "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

                  "Hedging Obligations" means, with respect to any specified
Person, the obligations of such Person under:

                           (1) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements; and

                           (2) other agreements or arrangements designed to
         protect such Person against fluctuations in interest rates.

                  "Holder" means the person in whose name a Note is registered
on the register for the Notes.

                  "Indebtedness" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent:

                           (1) in respect of borrowed money;

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                           (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                           (3) in respect of banker's acceptances;

                           (4) representing Capital Lease Obligations;

                           (5) representing the balance deferred and unpaid of
         the purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                           (6) representing any Hedging Obligations,

     if and to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In addition, the term
     "Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

               The amount of any Indebtedness outstanding as of any date will
be:

                           (1) the accreted value of the Indebtedness, in the
         case of any Indebtedness issued with original issue discount; and

                           (2) the principal amount of the Indebtedness,
         together with any interest on the Indebtedness that is more than 30
         days past due, in the case of any other Indebtedness.

                  "Independent Investment Banker" means the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

                  "Intercompany Note" means a note agreement or other evidence
of indebtedness between the Company and a Financial Services Subsidiary.

                  "Issue Date" means June 17, 2003, the date of original
issuance of the Notes.

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

                  "Non-Recourse Indebtedness" means the Company's or any of the
Company's Subsidiaries' Indebtedness or other obligations secured by a Lien on
property to the extent that the liability for the Indebtedness or other
obligation is limited to the security of the property without liability for any
deficiency, including liability by reason of any agreement between the Company
or any of the Company's Subsidiaries to provide additional capital or maintain
the financial condition of or otherwise support the credit of the Subsidiary
incurring the Indebtedness.

                  "Non-Recourse Land Financing" means any of the Company's
Indebtedness or Indebtedness of any Restricted Subsidiary for which the holder
of such Indebtedness has no recourse, directly or indirectly, to the Company or
such Restricted Subsidiary for the principal of, premium, if any,

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and interest on such Indebtedness, and for which the Company or such Restricted
Subsidiary is not, directly or indirectly, obligated or otherwise liable for the
principal of, premium, if any, and interest on such Indebtedness, except
pursuant to mortgages, deeds of trust or other Security Interests or other
recourse, obligations or liabilities in respect of specific land or other real
property interests of the Company or such Restricted Subsidiary; provided that
recourse, obligations or liabilities of the Company or such Restricted
Subsidiary solely for indemnities, covenants or breaches of warranty
representation or covenant in respect of any Indebtedness will not prevent
Indebtedness from being classified as Non-Recourse Land Financing.

                  "Notes" means the 5% Senior Notes due 2010 issued hereunder,
as supplemented from time to time in accordance with the terms hereof.

                  "Officer" means the Chairman of the Board, the President, the
Chief Executive Officer, any Vice President, the Treasurer or the Secretary of
the Company or, as applicable, any Restricted Subsidiary.

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

                  "Reference Treasury Dealer" means Credit Suisse First Boston
LLC, provided that it continues to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), or any other Primary
Treasury Dealer designated by the Company in a notice to the Trustee.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average as
determined by the Trustee, of the bid and asked prices of the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.

                  "Remaining Scheduled Payments" means, with respect to each
Note to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date on the Notes, the amount of the next succeeding scheduled
interest payment on the Notes to be redeemed will be reduced by the amount of
interest accrued on those Notes to such redemption date.

                  "Restricted Subsidiary" means any of the Company's
Subsidiaries which is not a Financial Services Subsidiary.

                  "Sale and Leaseback Transaction" means a sale or transfer made
by the Company or a Restricted Subsidiary (except a sale or transfer made to the
Company or another Restricted Subsidiary) of any property (but not including
model homes) which exceeds 5% of Consolidated Net Tangible Assets as of the date
of determination, if such sale or transfer is made with the agreement,
commitment or intention of leasing such property to the Company or a Restricted
Subsidiary.

                  "Securities" has the meaning set forth in the Recitals.

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

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                  "Secured Debt" means any Indebtedness which is secured by (i)
a Security Interest in any of the Company's property or the property of any
Restricted Subsidiary or (ii) a Security Interest in shares of stock owned
directly or indirectly by the Company or a Restricted Subsidiary in a
corporation, or in equity interests owned by the Company or a Restricted
Subsidiary in a partnership or other entity not organized as a corporation or in
the Company's rights or the rights of a Restricted Subsidiary in respect of
Indebtedness of a corporation, partnership or other entity in which the Company
or a Restricted Subsidiary has an equity interest; provided that "Secured Debt"
shall not include Non-Recourse Land Financing that consists exclusively of "land
under development," "land held for future development" or "improved lots and
parcels," as such categories of assets are determined in accordance with
generally accepted accounting principles or any Non-Recourse Indebtedness. The
securing in the foregoing manner of any such Indebtedness which immediately
prior thereto was not Secured Debt shall be deemed to be the creation of Secured
Debt at the time security is given. Notwithstanding the foregoing, "Secured
Debt" shall not include Indebtedness under the Credit Facility and under any
initial or successive amendments, modifications, restatements, supplements,
renewals, replacements, extensions, refinancings or refundings, in whole or in
part (including, in each case, any increase in principal amount), of the Credit
Facility, which Indebtedness is secured by pledge(s) of or other Liens on
Intercompany Notes and/or Capital Stock of one or more Financial Services
Subsidiaries.

                  "Security Interest" means any mortgage, pledge, lien,
encumbrance or other security interest which secures the payment or performance
of an obligation.

                  "Senior Indebtedness" means the principal of (and premium, if
any, on) and interest on (including interest accruing after the occurrence of an
Event of Default or after the filing of a petition initiating any proceeding
pursuant to any bankruptcy law whether or not such interest is an allowable
claim in any such proceeding) and other amounts due on or in connection with any
of the Company's Indebtedness, whether outstanding on the date hereof or
hereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the debt securities under the indenture.
Notwithstanding the foregoing, "Senior Indebtedness" shall not include (1) the
Company's Indebtedness that is expressly subordinated in right of payment to any
of the Company's Senior Indebtedness, (2) the Company's Indebtedness that by
operation of law is subordinate to any of the Company's general unsecured
obligations, (3) the Company's Indebtedness to any Subsidiary, (4) Indebtedness
incurred in violation of the restrictions described under Section 5.01 and
Section 5.02 hereof, (5) to the extent it might constitute Indebtedness, any
liability for federal, state or local taxes or other taxes, owed or owing by the
Company, and (6) to the extent it might constitute Indebtedness, trade account
payables owed or owing by the Company.

                  "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 hereof.

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

                           (1) any corporation, association or other business
         entity of which more than 50% of the total voting power of shares of
         Capital Stock entitled (without regard to the occurrence of any
         contingency) to vote in the election of directors, managers or trustees
         of the corporation, association or other business entity is at the time
         owned or controlled, directly or indirectly, by that Person or one or
         more of the other Subsidiaries of that Person (or a combination
         thereof); and

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                           (2) any partnership (a) the sole general partner or
         the managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

                  "Trustee" means the party named as such in this Fourth
Supplemental Indenture and as successor to The Bank of New York pursuant to the
Base Indenture, and any successor appointed in accordance with the terms of the
Base Indenture and serving as the Trustee under the Base Indenture and this
Fourth Supplemental Indenture.

                  "Wholly Owned Subsidiary" of any specified Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person and one or more Wholly Owned Subsidiaries of such Person.

                                    ARTICLE IV.
                                EVENTS OF DEFAULT

                  Section 4.01 Events of Default. Pursuant to Section 301(15) of
the Base Indenture, so long as any Notes are outstanding, the Company covenants
and agrees that "Event of Default," wherever used herein, means any one of the
following events, which are applicable to the Notes instead of the Events of
Default specified in Section 501 of the Base Indenture:

                           (a) default in the payment of interest on the Notes
         as and when the same becomes due and payable and the continuance of any
         such failure for 30 days;

                           (b) default in the payment of all or any part of the
         principal, or premium, if any, on the Notes when and as the same become
         due and payable at maturity, redemption, by declaration of acceleration
         or otherwise;

                           (c) failure by the Company or any of its Subsidiaries
         to comply with Article VI hereof;

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

                           (e) default under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness (other than Non-Recourse
         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 Issue
         Date, if that default:

                                    (1) is caused by a failure to pay principal
                  of, or interest or premium, if any, on such Indebtedness
                  within the grace period provided in such Indebtedness and the
                  aggregate outstanding principal amount of such unpaid
                  Indebtedness is $25.0 million or more; or

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                                    (2) results in the acceleration of such
                  Indebtedness (in accordance with the terms of such
                  Indebtedness and after giving effect to any applicable grace
                  period set forth in the documents governing such Indebtedness)
                  prior to its express maturity and the aggregate outstanding
                  principal amount of such accelerated Indebtedness is $25.0
                  million or more;

                           (f) a decree, judgment, or order by a court of
         competent jurisdiction shall have been entered adjudging the Company or
         any of its Significant Subsidiaries as bankrupt or insolvent, or
         approving as properly filed a petition in an involuntary case or
         proceeding seeking reorganization of the Company or any of its
         Significant Subsidiaries under any bankruptcy or similar law, or a
         decree, judgment or order of a court of competent jurisdiction
         directing the appointment of a receiver, liquidator, trustee, or
         assignee in bankruptcy or insolvency of the Company, any of its
         Significant Subsidiaries, or of the property of any such Person, or the
         winding up or liquidation of the affairs of any such Person, shall have
         been entered, and the continuance of any such decree, judgment or order
         unstayed and in effect for a period of 90 consecutive days; and

                           (g) the Company or any of its Significant
         Subsidiaries shall institute proceedings to be adjudicated a voluntary
         bankrupt (including conversion of an involuntary proceeding into a
         voluntary proceeding), or shall consent to the filing of a bankruptcy
         proceeding against it, or shall file a petition or answer or consent to
         the filing of any such petition, or shall consent to the appointment of
         a custodian, receiver, liquidator, trustee, or assignee in bankruptcy
         or insolvency of it or any of its assets or property, or shall make a
         general assignment for the benefit of creditors, or shall admit in
         writing its inability to pay its debts generally as they become due, or
         shall, within the meaning of any Bankruptcy Law, become insolvent, or
         fail generally to pay its debts as they become due.

                  Section 4.02 Acceleration of Maturity; Rescission and
Annulment. The following shall replace Section 502 of the Base Indenture in its
entirety: If an Event of Default with respect to the Notes occurs and is
continuing (other than an Event of Default specified in sub-clauses (f) or (g)
above relating to the Company), then in each such case, unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the holders of 25% in aggregate principal amount of the Notes then
Outstanding, by notice in writing to the Company (and to the Trustee if given by
the Holders) (an "Acceleration Notice"), may declare all principal, determined
as set forth below, including in each case accrued interest thereon, to be due
and payable immediately. If an Event of Default specified in sub-clauses (f) or
(g) above occurs relating to the Company or any Significant Subsidiary, all
principal and accrued and unpaid interest thereon shall be immediately due and
payable on all Outstanding Notes without any declaration or other act on the
part of the Trustee or the Holders. The Holders of a majority in principal
amount of the Notes then Outstanding by written notice to the Trustee and the
Company may waive any Default or Event of Default (other than any Default or
Event of Default in payment of principal or interest) on the Notes under this
Fourth Supplemental Indenture. Holders of a majority in principal amount of the
then Outstanding Notes may rescind an acceleration and its consequence (except
an acceleration due to nonpayment of principal or interest on the Notes) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (other than the non-payment of accelerated principal) have
been cured or waived.

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                                   ARTICLE V.
                            COVENANTS OF THE COMPANY

                  Pursuant to Section 301(15) of the Base Indenture, so long as
any of the Notes are Outstanding, the Company covenants and agrees, in addition
to the covenants and agreements contained in Article Ten of the Base Indenture,
as follows:

                  Section 5.01 Restrictions on Secured Debt. The Company shall
not, and shall not cause or permit a Restricted Subsidiary to, create, incur,
assume or guarantee any Secured Debt unless the Notes will be secured equally
and ratably with (or prior to) such Secured Debt, with certain exceptions. This
restriction does not prohibit the creation, incurrence, assumption or guarantee
of Secured Debt which is secured by:

                  (a) Security Interests on model homes, homes held for sale,
homes that are under contract for sale, contracts for the sale of homes, land
(improved or unimproved), manufacturing plants, warehouses or office buildings
and fixtures and equipment located thereat, or thereon;

                  (b) Security Interests on property at the time of its
acquisition by the Company or a Restricted Subsidiary, which Security Interests
secure obligations assumed by the Company or a Restricted Subsidiary, or on the
property of a corporation or other entity at the time it is merged into or
consolidated with the Company or a Restricted Subsidiary (other than Secured
Debt created in contemplation of the acquisition of such property or the
consummation of such a merger or where the Security Interest attaches to or
affects the Company's property or the property of a Restricted Subsidiary prior
to such transaction);

                  (c) Security Interests arising from conditional sales
agreements or title retention agreements with respect to property acquired by
the Company or a Restricted Subsidiary; and

                  (d) Security Interests securing Indebtedness of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary that is
wholly-owned (directly or indirectly) by the Company.

                  Additionally, such permitted Secured Debt includes any
amendments, modifications, restatements, supplements, renewals, replacements,
extensions, refinancings or refundings, in whole or in part, including, in each
case, any increase in the principal amount, of Secured Debt permitted at the
time of the original incurrence thereof.

                  In addition, the Company and its Restricted Subsidiaries may
create, incur, assume or guarantee Secured Debt, without equally or ratably
securing the Notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (a) through (d) above and any Secured Debt in relation
to which the Notes have been secured equally and ratably (or prior to)) and (2)
all Attributable Debt in respect of Sale and Leaseback Transactions (excluding
Attributable Debt in respect of Sale and Leaseback Transactions satisfying the
conditions set forth in clauses (a), (b) and (c) under Section 5.02 hereof) as
of the date of determination would not exceed 20% of Consolidated Net Tangible
Assets.

                  Section 5.02 Restriction on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction, unless:

                                       10



<PAGE>

                           (a) notice is promptly given to the Trustee of the
         Sale and Leaseback Transaction;

                           (b) fair value is received by the Company or the
         relevant Restricted Subsidiary for the property sold (as determined in
         good faith by the Company or the relevant Restricted Subsidiary and so
         certified in an Officer's certificate delivered to the Trustee); and

                           (c) the Company or a Restricted Subsidiary, within
         365 days after the completion of the Sale and Leaseback Transaction,
         apply an amount equal to the net proceeds therefrom either:

                                    (i) to the redemption, repayment or
                  retirement of debt securities of any series under the
                  indenture (including the cancellation by the Trustee of any
                  debt securities of any series delivered by the Company to the
                  Trustee) or the Company's Senior Indebtedness, or

                                    (ii) to the purchase by the Company or any
                  Restricted Subsidiary of property substantially similar to the
                  property sold or transferred.

                  In addition, the Company and its Restricted Subsidiaries may
enter into a Sale and Leaseback Transaction if immediately thereafter the sum of
(1) the aggregate principal amount of all Secured Debt outstanding (excluding
Secured Debt permitted under clauses (a) through (d) of Section 5.01 hereof or
Secured Debt in relation to which the Notes have been secured equally and
ratably (or prior to)) and (2) all Attributable Debt in respect of Sale and
Leaseback Transactions (excluding Attributable Debt in respect of Sale and
Leaseback Transactions satisfying the conditions set forth in clauses (a), (b)
and (c) above) as of the date of determination would not exceed 20% of
Consolidated Net Tangible Assets.

                  Section 5.03 Payments for Consent. Neither the Company nor any
of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
the Notes for or as an inducement to any consent, waiver or amendment of any
terms or provisions of this Fourth Supplemental Indenture or the Notes unless
such consideration is offered and paid to all Holders of the Notes that so
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                                  ARTICLE VI.
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

                  Pursuant to Section 301(15) of the Base Indenture, so long as
any of the Notes are outstanding, the following provision shall replace Section
801 of the Base Indenture for purposes of the Notes:

                  The Company shall not:

                           (1) consolidate or merge with or into another Person
         (whether or not the Company is the surviving corporation); or

                           (2) sell, assign, transfer, convey, lease or
         otherwise dispose of all or substantially all of the Company's and the
         Company's Subsidiaries' assets taken as a whole, in one or more related
         transactions, to another Person; unless:

                                       11



<PAGE>

                                    (1) either: (a) the Company is the surviving
                  corporation; or (b) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance, lease or
                  other disposition has been made is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia;

                                    (2) the Person formed by or surviving any
                  such consolidation or merger (if other than the Company) or
                  the Person to which such sale, assignment, transfer,
                  conveyance, lease or other disposition has been made assumes
                  all of the Company's obligations under the Notes and pursuant
                  to agreements reasonably satisfactory to the Trustee; and

                                    (3) immediately after such transaction, no
                  Default or Event of Default exists.

                  Upon any such consolidation, merger, sale, assignment,
transfer, conveyance or disposition, the successor corporation will be
substituted for the Company under this Fourth Supplemental Indenture. The
successor corporation may then exercise every power and right of the Company
under this Fourth Supplemental Indenture, and the Company will be released from
all of its liabilities and obligations in respect of the Notes and the
Indenture. If the Company leases all or substantially all of its assets, the
lessee corporation will be the successor to the Company and may exercise every
power and right of the Company under the Indenture, but the Company will not be
released from its obligations to pay the principal of and premium, if any, and
interest, if any, on the Notes.

                  Section 801 of the Base Indenture, as amended and made
applicable to the Notes pursuant to this Article VI shall not apply to a sale,
assignment, transfer, conveyance, lease or other disposition of assets between
or among the Company and any of its Wholly Owned Subsidiaries.

                                  ARTICLE VII.
                                   REDEMPTION

                  Section 7.01 Redemption

                  The Notes may be redeemed, in whole or in part, at any time at
the Company's option upon not less than 30 nor more than 60 days prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to the greater of:

                  (1) 100% of the principal amount of the Notes to be redeemed;
or

                  (2) as determined by an Independent Investment Banker, the sum
of the present values of the Remaining Scheduled Payments discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate,

plus, in each case, accrued and unpaid interest to the applicable date of
redemption.

                  If money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption and such Notes
will cease to be outstanding.

                                       12



<PAGE>

                  Section 7.02 Selection and Notice

                  Selection of the Notes or portions thereof for redemption
pursuant to the foregoing shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange on which the Notes
are listed, if any, or, if the Notes are not listed on any national securities
exchange, pro rata or by lot. No Notes of $1,000 or less can be redeemed in
part. Notice of redemption shall be mailed via first class mail at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes
are to be redeemed at the registered address of such Holder, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Indenture. If any Note is to be redeemed in
part only, the notice of redemption that relates to that Note will state the
portion of the principal amount of that Note that is to be redeemed. A new Note
in principal amount equal to the unredeemed portion of the original Note will be
issued in the name of the Holder of such Note upon cancellation of the original
Note. Notes called for redemption become due on the date fixed for redemption.
On and after the redemption date, interest shall cease to accrue on the Notes or
portions thereof called for redemption and such Notes will cease to be
Outstanding.

                                  ARTICLE VIII.
                                   GUARANTEES

                  Pursuant to Section 301(23) of the Base Indenture, the Notes
will not be guaranteed or otherwise supported by any of the Company's
Subsidiaries or any other Person.

                                   ARTICLE IX.
                                  MISCELLANEOUS

                  Section 9.01 Discharge; Defeasance. Articles 4 and 13 of the
Base Indenture relating to Satisfaction and Discharge and to Defeasance and
Covenant Defeasance, respectively, shall be applicable to the Notes issued under
this Fourth Supplemental Indenture.

                  Section 9.02 Application of Fourth Supplemental Indenture.
Each and every term and condition contained in this Fourth Supplemental
Indenture that modifies, amends or supplements the terms and conditions of the
Base Indenture shall apply only to the Notes created hereby and not to any prior
or future series of Securities established under the Base Indenture.

                  Section 9.03 Benefits of Fourth Supplemental Indenture.
Nothing contained in this Fourth Supplemental Indenture shall or shall be
construed to confer upon any person other than a Holder of the Notes, the
Company and the Trustee any right or interest to avail itself or himself, as the
case may be, of any benefit under any provision of this Fourth Supplemental
Indenture.

                  Section 9.04 Defined Terms. All capitalized terms which are
used herein and not otherwise defined herein are defined in the Base Indenture
and are used herein with the same meanings as in the Base Indenture.

                  Section 9.05 Effective Date. This Fourth Supplemental
Indenture shall be effective as of the date first above written and upon the
execution and delivery hereof by each of the parties hereto.

                  Section 9.06 Governing Law. This Fourth Supplemental Indenture
shall be governed by, and construed in accordance with, the internal laws of the
State of New York.

                                       13



<PAGE>

                  Section 9.07 Counterparts. This Fourth Supplemental Indenture
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.

                  Section 9.08 Satisfaction and Discharge. This Fourth
Supplemental Indenture shall cease to be of further force and effect upon
compliance with Section 401 of the Indenture with respect to the Notes created
hereby.

                  Section 9.09 Supplemental Indentures

                  Article 9 of the Base Indenture, relating to supplemental
indentures, shall be applicable to the Notes issued under this Fourth
Supplemental Indenture; provided, however, that:

                  (a) in addition to the matters referred to in Section 901 of
the Base Indenture, without the consent of any Holders of the Notes, the
Company, when authorized by or pursuant to a Board Resolution; and the Trustee
may enter into one or more indentures supplemental hereto to conform the text of
this Fourth Supplemental Indenture to any provision of the Description of Notes
set forth in the Prospectus Supplement dated June 12, 2003 with respect to the
Notes to the extent that such provision in said Description of Notes was
intended to be a verbatim recitation of a provision of the Indenture or the
Notes; and

                  (b) notwithstanding anything to the contrary in Section 902 of
the Base Indenture, any supplemental indenture referred to in the first sentence
of such Section 902 prior to the proviso in such sentence shall require the
consent of Holders of not less than a majority in principal amount of all
Outstanding Notes affected by such supplemental indenture, in addition to any
other consent(s) that may be required by Section 902 with respect to such
supplemental indenture.

                                       14



<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.

Dated:  June 17, 2003

                          NVR, INC.

                               /s/ Dwight C. Schar
                          By:  __________________________________________
                               Name:  Dwight C. Schar
                               Title: Chairman of the Board, President and Chief
                                      Executive Officer

                               /s/ Paul C. Saville
                          By:  __________________________________________
                               Name:  Paul C. Saville
                               Title: Executive Vice President,
                                      Chief Financial Officer and Treasurer
                               Attest:

                          U.S. BANK TRUST NATIONAL ASSOCIATION, a national
                          banking association as
                          Trustee

                               /s/ Stacey A. Pagliaro
                          By:  __________________________________________
                               Name:  Stacey A. Pagliaro
                               Title: Trust Officer




<PAGE>

                                                                       EXHIBIT A

                                    NVR, INC.

                            5% Senior Notes due 2010

No.                                                             Principal Amount
                                                                    $200,000,000

CUSIP No. 62944TAC9

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

         UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.

         NVR, Inc., a Virginia corporation (the "Company," which term includes
any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of Two Hundred Million Dollars on June 15, 2010 (the "Maturity Date"), and to
pay interest thereon from June 17, 2003 (or from the most recent Interest
Payment Date to which interest has been paid or duly provided for), semiannually
in arrears on June 15 and December 15 of each year (each, an "Interest Payment
Date"), commencing on December 15, 2003, and on the Maturity Date, at a rate of
5% per annum, until payment of said principal sum has been made or duly provided
for.

         The interest so payable and punctually paid or duly provided for on an
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the "Regular Record Date" for such payment, which will be
the June 1 and December 1 (regardless of whether such day is a Business Day (as
defined below)) next preceding such payment date or the Maturity Date, as the
case may be. Any interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and
shall be paid to the Holder in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on a subsequent record date for
the payment of such defaulted interest (which shall not be less than five
Business Days prior to the date of the payment of such defaulted interest)
established by notice given by mail or by on behalf of the Company to the
Holders of the Notes not less than 15 days preceding such subsequent record
date. Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.

         The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Company maintained for that purpose in New York, New York. The Company hereby
initially designates the Corporate Trust Office of the Trustee in New



<PAGE>

York, New York as the office to be maintained by it where Notes may be presented
for payment, registration of transfer, or exchange and where notices or demands
to or upon the Company in respect of the Notes or the Indenture referred to on
the reverse hereof may be served.

         Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued during
the applicable Interest Period (as defined below).

         An "Interest Period" is each period from and including the immediately
preceding Interest Payment Date (or from and including June 17, 2003, in the
case of the initial Interest Period) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be. If any Interest Payment
Date other than the Maturity Date would otherwise be a day that is not a
Business Day, any amounts payable on such Interest Payment Date will be paid on
the succeeding Business Day with the same force and effect as if it were paid on
the date such payment was due. If the Maturity Date falls on a day that is not a
Business Day, principal and interest payable on the Maturity Date will be paid
on the succeeding Business Day with the same force and effect as if paid on the
date such payment was due, and no interest will accrue on the amount so payable
for the period from and after the Maturity Date.

         Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds (or with respect to any Note not
held in global form, by a U.S. dollar check or by wire transfer of immediately
available funds) in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. Capitalized terms used herein,
including on the reverse hereof, and not defined herein or on the reverse hereof
shall have the respective meanings given to such terms in the Indenture.

         This Note shall not be entitled to the benefits of the Indenture
referred to on the reverse hereof or be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee under such Indenture.

                                       17



<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be signed
manually or by facsimile by its duly authorized officers.

Dated: June 17, 2003       NVR, INC., as Company


                                By:_______________________________________
                                Name: Dwight C. Schar
                                Its:  Chairman of the Board, President and Chief
                                      Executive Officer

                                By:_______________________________________
                                Name: Paul C. Saville
                                Its:  Executive Vice President,
                                      Chief Financial Officer and Treasurer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

Dated: June 17, 2003       U.S. BANK TRUST NATIONAL ASSOCIATION,
                           a national banking association


                                By:_______________________________________
                                           Authorized Signatory

                                       18



<PAGE>

                                [REVERSE OF NOTE]
                                    NVR, INC.

                            5% Senior Notes due 2010

         This security is one of a duly authorized issue of debentures, notes,
bonds, or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture dated as of April 14, 1998, between the
Company and The Bank of New York, as trustee (the "Base Indenture"), as
supplemented from time to time. This Security is one of a series of Securities
designated as the 5% Senior Notes due 2010 of the Company (the "Notes"), limited
in aggregate principal amount to $200,000,000 and issued under and pursuant to
the Base Indenture as supplemented by the Fourth Supplemental Indenture dated as
of June 17, 2003 between the Company and U.S. Bank Trust National Association, a
national banking association, as successor trustee (the Base Indenture, as
supplemented by such Fourth Supplemental Indenture, herein called the
"Indenture"), duly executed and delivered by the Company to U.S. Bank Trust
National Association, a national banking association, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture
with respect to the series of Securities of which this Note is a part), to which
Indenture and all Indentures supplemental thereto that are applicable to the
Notes reference is hereby made for a description of the rights, limitations of
rights, obligations, 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.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof and premium (if any) may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture. Each of the following is an "Event of Default": (i) default in the
payment of interest on the Notes as and when the same becomes due and payable
and the continuance of any such failure for 30 days; (ii) default in payment of
all or any part of the principal or premium, if any, on the Notes when and as
the same become due and payable at maturity, redemption, by declaration of
acceleration or otherwise; (iii) failure by the Company or any Subsidiary, to
comply with Article VI of the Fourth Supplemental Indenture; (iv) default in the
observance or performance of, or breach of, any of the other agreements in the
Fourth Supplemental Indenture, and continuance of such default or breach for a
period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee, or to the Company and the Trustee by Holders of
at least 25% in aggregate principal amount of the Outstanding Notes, a written
notice specifying such default or breach, requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; (v) default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness (other than
Non-Recourse 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 Issue Date, if that default (1) is caused by a
failure to pay principal of, or interest or premium, if any, on, such
Indebtedness within the grace period provided in such Indebtedness and the
aggregate outstanding principal amount of such unpaid Indebtedness is $25.0
million or more; or (2) results in the acceleration of such Indebtedness (in
accordance with the terms of such Indebtedness and after giving effect to any
applicable grace period set forth in the documents governing such Indebtedness)
prior to its express maturity and the aggregate outstanding principal amount of
such accelerated Indebtedness is $25.0 million or more; (vi) a decree, judgment,
or order by a court of competent jurisdiction shall have been entered adjudging
the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or
approving as properly filed a petition in an involuntary case or proceeding
seeking reorganization of the Company or any of its Significant Subsidiaries
under any bankruptcy or similar law, or a decree, judgment or order of a court
of competent jurisdiction directing the appointment of a receiver, liquidator,
trustee, or assignee in bankruptcy or

                                       19



<PAGE>

insolvency of the Company, any of its Significant Subsidiaries, or of the
property of any such Person, or the winding up or liquidation of the affairs of
any such Person, shall have been entered, and the continuance of any such
decree, judgment or order unstayed and in effect for a period of 90 consecutive
days; and (vii) the Company or any of its Significant Subsidiaries shall
institute proceedings to be adjudicated a voluntary bankrupt (including
conversion of an involuntary proceeding into a voluntary proceeding), or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent to the filing of any such petition, or shall
consent to the appointment of a Custodian, receiver, liquidator, trustee, or
assignee in bankruptcy or insolvency of it or any of its assets or property, or
shall make a general assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall,
within the meaning of any Bankruptcy Law, become insolvent, or fail generally to
pay its debts as they become due.

         If an Event of Default with respect to the Notes occurs and is
continuing (other than an Event of Default specified in sub-clauses (vi) or
(vii) above relating to the Company), then in each such case, unless the
principal of all of the Notes shall have already become due and payable, either
the Trustee or the holders of 25% in aggregate principal amount of the Notes
then Outstanding, by notice in writing to the Company (and to the Trustee if
given by the Holders) (an "Acceleration Notice"), may declare all principal,
determined as set forth below, including in each case accrued interest thereon,
to be due and payable immediately. If an Event of Default specified in
sub-clauses (vi) or (vii) above occurs relating to the Company or any
Significant Subsidiary, all principal and accrued and unpaid interest thereon
shall be immediately due and payable on all Outstanding Notes without any
declaration or other act on the part of the Trustee or the Holders. The Holders
of a majority in principal amount of the Notes then Outstanding by written
notice to the Trustee and the Company may waive any Default or Event of Default
(other than any Default or Event of Default in payment of principal or interest)
on the Notes under the Indenture. Holders of a majority in principal amount of
the then Outstanding Notes may rescind an acceleration and its consequence
(except an acceleration due to nonpayment of principal or interest on the Notes)
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (other than the non-payment of accelerated principal)
have been cured or waived.

         The Notes shall be redeemable at the option of the Company, in whole or
in part, at any time upon not less than 30 nor more than 60 days notice at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed or (ii) as determined by an Independent Investment Banker,
the sum of the present values of the Remaining Scheduled Payments discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued
and unpaid interest thereon, if any, to the redemption date.

         Selection of the Notes or portions thereof for redemption pursuant to
the foregoing shall be made by the Trustee in compliance with the requirements
of the principal national securities exchange on which the Notes are listed, if
any, or, if the Notes are not listed on any national securities exchange, pro
rata or by lot. No Notes of $1,000 or less can be redeemed in part. Notice of
redemption shall be mailed via first class mail at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at the registered address of such Holder, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of the Indenture. Notes called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest shall cease to
accrue on the Notes or portions thereof called for redemption and such Notes
will cease to be Outstanding.

         The covenants set forth in Article V of the Fourth Supplemental
Indenture shall be fully applicable to the Notes.

                                       20



<PAGE>

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Notes at the time Outstanding, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture with respect to the Notes or modifying in any manner the rights of the
Holders of Notes; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Note so affected, among other things
(i) change the final maturity of any Note, or reduce the principal amount
thereof or any premium thereon, or reduce the rate or extend the time of payment
of any interest thereof, or impair or affect the rights of any Holder to
institute suit for the payment on any Note, or (ii) reduce the percentage of
Notes, the Holders of which are required to consent to any such supplemental
indenture, (iii) reduce the percentage of Notes, the Holders of which are
required to consent to any waiver of compliance with certain provisions of the
Indenture with respect to the Notes or any waiver of certain defaults thereunder
or (iv) modify the ranking or priority of the Notes. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Notes, the Holders of a majority in aggregate principal amount outstanding
of the Notes may on behalf of the Holders of all the Notes waive any such past
default or Event of Default and its consequences, prior to any declaration
accelerating the maturity of the Notes, or, subject to certain conditions, may
rescind a declaration of acceleration and its consequences with respect to the
Notes. The preceding sentence shall not, however, apply to a default in the
payment of the principal of or premium, if any, or interest on any of the Notes.
Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and any securities that may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other securities.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless (a) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, (b) the Holders of
not less than 25% in aggregate principal amount of the Notes Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of the Notes Outstanding a direction inconsistent
with such request, and (c) the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof, premium, if
any, or interest hereon on or after the respective due dates expressed herein.

         No references 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, premium, if any, and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.

         This Note is issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of this series of other
authorized denominations at the office or agency of the Company in New York, New
York, in the manner and subject to the limitations provided in the Indenture,
but without the payment of any service charge except for any tax or other
governmental charge imposed in connection therewith.

         This Note is not subject to a sinking fund requirement.

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<PAGE>

         Upon due presentment for registration of transfer of Notes at the
office or agency of the Company in New York, New York, a new Note or Notes of
authorized denominations in an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

         No recourse under or upon any obligation, covenant or agreement
contained in the Indenture, in any Security or coupon appertaining thereto, or
because of any indebtedness evidenced hereby or thereby (including, without
limitation, any obligation or indebtedness relating to the principal of, or
premium, if any, or interest or any other amounts due, or claimed to be due, on
this Note), or for any claim based thereon or otherwise in respect thereof,
shall be had against any promoter, as such, or against any past, present or
future shareholder, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released, to the fullest extent permitted
by applicable law, by the acceptance hereof and as part of the consideration for
the issue hereof.

         Prior to due presentation of a Note for registration of transfer, the
Company, the Trustee, and any authorized agent of the Company or the Trustee may
deem and treat the Person in whose name this Note is registered as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and subject to the provisions herein and on the face hereof;
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any authorized agent of the Company or the Trustee shall be affected
by any notice to the contrary.

         THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.

                                       22



<PAGE>

                   ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER

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 identification number, if any)


________________________________________________________________________________

________________________________________________________________________________

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

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

Date:_________________________

Signature Guarantee:____________________________________________
                     Signatures must be guaranteed by an "eligible guarantor
                     institution" meeting the requirements of the Trustee,
                     which requirements include membership or participation
                     in the Security Transfer Agent Medallion Program
                     ("STAMP") or such other "signature guarantee program"
                     as may be determined by the Trustee in addition to, or
                     in substitution for, STAMP, all in accordance with the
                     Securities Exchange Act of 1934, as amended.

                                       23