<PAGE>

                                                                     EXHIBIT 4.1

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

                          CRUM & FORSTER FUNDING CORP.
                (MAY BE ASSUMED BY CRUM & FORSTER HOLDINGS CORP.)

                                   AS ISSUER,

                          10 3/8% SENIOR NOTES DUE 2013

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

                                    INDENTURE

                            DATED AS OF JUNE 5, 2003

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

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                               Indenture Section
---------------------------                                                               -----------------
<S>                                                                                       <C>
    310(a)(1)......................................................................       7.10
       (a)(2)......................................................................       7.10
       (a)(3)......................................................................       N.A.
       (a)(4)......................................................................       N.A.
       (a)(5)......................................................................       7.10
       (b).........................................................................       7.3, 7.8, 7.10
       (c).........................................................................       N.A.
    311(a).........................................................................       7.11
       (b).........................................................................       7.11
       (c).........................................................................       N.A.
    312(a).........................................................................       2.5
       (b).........................................................................       12.3
       (c).........................................................................       12.3
    313(a).........................................................................       7.6
       (b)(1)......................................................................       7.6
       (b)(2)......................................................................       7.6, 7.7
       (c).........................................................................       7.5, 7.6, 12.2
       (d).........................................................................       7.6
    314(a).........................................................................       4.3, 4.4, 12.2, 12.5
       (b).........................................................................       N.A.
       (c)(1)......................................................................       4.4, 12.4
       (c)(2)......................................................................       12.4
       (c)(3)......................................................................       12.4
       (d).........................................................................       N.A.
       (e).........................................................................       12.5
       (f).........................................................................       N.A.
    315(a).........................................................................       7.1; 7.2
       (b).........................................................................       7.5, 12.2
       (c).........................................................................       7.1
       (d).........................................................................       7.1
       (e).........................................................................       6.11
    316(a)(last sentence)..........................................................       2.9
       (a)(1)(A)...................................................................       6.5
       (a)(1)(B)...................................................................       6.4
       (a)(2)......................................................................       N.A.
       (b).........................................................................       6.7
       (c).........................................................................       2.12
    317(a)(1)......................................................................       6.8
       (a)(2)......................................................................       6.9
       (b).........................................................................       2.4
    318(a).........................................................................       12.1
       (b).........................................................................       N.A.
       (c).........................................................................       12.1
</TABLE>

N.A. MEANS NOT APPLICABLE

-------------------
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
the Indenture

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
                                                             ARTICLE I.

                                             DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions....................................................................................    1
Section 1.2.      Other Definitions..............................................................................   19
Section 1.3.      Incorporation by Reference of Trust Indenture Act..............................................   20
Section 1.4.      Rules of Construction..........................................................................   20
Section 1.5.      Acts of Holders................................................................................   21

                                                             ARTICLE II.

                                                              THE NOTES

Section 2.1.      Form and Dating................................................................................   21
Section 2.2.      Execution and Authentication...................................................................   22
Section 2.3.      Registrar and Paying Agent.....................................................................   23
Section 2.4.      Paying Agents To Hold Money in Trust...........................................................   23
Section 2.5.      Holder Lists...................................................................................   24
Section 2.6.      Transfer and Exchange..........................................................................   24
Section 2.7.      Replacement Notes..............................................................................   30
Section 2.8.      Outstanding Notes..............................................................................   30
Section 2.9.      Treasury Notes.................................................................................   31
Section 2.10.     Temporary Notes................................................................................   31
Section 2.11.     Cancellation...................................................................................   31
Section 2.12.     Defaulted Interest.............................................................................   31
Section 2.13.     Persons Deemed Owners..........................................................................   31
Section 2.14.     CUSIP Numbers..................................................................................   32
Section 2.15.     Designation....................................................................................   32

                                                            ARTICLE III.

                                                      REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.............................................................................   32
Section 3.2.      Selection of Notes.............................................................................   32
Section 3.3.      Notice of Optional or Special Redemption.......................................................   33
Section 3.4.      Effect of Notice of Redemption.................................................................   34
Section 3.5.      Deposit of Redemption Price or Purchase Price..................................................   34
Section 3.6.      Notes Redeemed or Repurchased in Part..........................................................   34
Section 3.7.      Optional Redemption............................................................................   34
Section 3.8.      Special Redemption.............................................................................   34
Section 3.9.      Repurchase upon Change of Control Offer........................................................   35
Section 3.10.     Repurchase upon Application of Net Proceeds....................................................   36
Section 3.11.     Special Mandatory Redemption; Notices to Trustee and Securities Intermediary...................   37
Section 3.12.     Notice of Special Mandatory Redemption to Holders..............................................   37
Section 3.13.     Effect of Notice of Special Mandatory Redemption...............................................   38
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
Section 3.14.     Deposit of Special Mandatory Redemption Price..................................................   38

                                                             ARTICLE IV.

                                                              COVENANTS

Section 4.1.      Payment of Principal and Interest..............................................................   38
Section 4.2.      Maintenance of Office or Agency................................................................   39
Section 4.3.      Reports........................................................................................   39
Section 4.4.      Compliance Certificate.........................................................................   40
Section 4.5.      Taxes..........................................................................................   40
Section 4.6.      Stay, Extension and Usury Laws.................................................................   40
Section 4.7.      Limitation on Restricted Payments..............................................................   40
Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries...................   43
Section 4.9.      Limitation on Incurrence of Additional Indebtedness............................................   44
Section 4.10.     Limitation on Asset Sales......................................................................   44
Section 4.11.     Limitations on Transactions with Affiliates....................................................   46
Section 4.12.     Limitation on Liens............................................................................   47
Section 4.13.     Maintenance of Corporate Separateness..........................................................   47
Section 4.14.     Offer To Repurchase upon Change of Control.....................................................   47
Section 4.15.     Payments for Consent...........................................................................   48
Section 4.16.     Limitation on Preferred Stock of Restricted Subsidiaries and Common Stock of Insurance
                  Subsidiaries...................................................................................   48
Section 4.17.     Conduct of Business............................................................................   48
Section 4.18.     Release of Funds from Escrow...................................................................   48
Section 4.19.     Limitation on Applicability of Certain Covenants if the Notes Are Rated Investment Grade.......   49
Section 4.20.     Maintenance of Interest Escrow Account.........................................................   49

                                                             ARTICLE V.

                                                             SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.......................................................   49
Section 5.2.      Successor Corporation Substituted..............................................................   51

                                                             ARTICLE VI.

                                                        DEFAULTS AND REMEDIES

Section 6.1.      Events of Default..............................................................................   51
Section 6.2.      Acceleration...................................................................................   52
Section 6.3.      Other Remedies.................................................................................   53
Section 6.4.      Waiver of Past Defaults........................................................................   53
Section 6.5.      Control by Majority............................................................................   54
Section 6.6.      Limitation on Suits............................................................................   54
Section 6.7.      Rights of Holders of Notes to Receive Payment..................................................   54
Section 6.8.      Collection Suit by Trustee.....................................................................   54
Section 6.9.      Trustee May File Proofs of Claim...............................................................   55
Section 6.10.     Priorities.....................................................................................   55
Section 6.11.     Undertaking for Costs..........................................................................   55
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
                                                            ARTICLE VII.

                                                               TRUSTEE

Section 7.1.      Duties of Trustee..............................................................................   56
Section 7.2.      Rights of Trustee..............................................................................   56
Section 7.3.      Individual Rights of Trustee...................................................................   57
Section 7.4.      Trustee's Disclaimer...........................................................................   57
Section 7.5.      Notice of Defaults.............................................................................   58
Section 7.6.      Reports by Trustee to Holders of the Notes.....................................................   58
Section 7.7.      Compensation, Reimbursement and Indemnity......................................................   58
Section 7.8.      Replacement of Trustee.........................................................................   59
Section 7.9.      Successor Trustee by Merger, Etc...............................................................   60
Section 7.10.     Eligibility; Disqualification..................................................................   60
Section 7.11.     Preferential Collection of Claims Against Company..............................................   60

                                                            ARTICLE VIII.

                                              LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option To Effect Legal Defeasance or Covenant Defeasance.......................................   60
Section 8.2.      Legal Defeasance and Discharge.................................................................   60
Section 8.3.      Covenant Defeasance............................................................................   61
Section 8.4.      Conditions to Legal or Covenant Defeasance.....................................................   61
Section 8.5.      Deposited Money and U.S. Government Securities To Be Held in Trust; Other Miscellaneous
                  Provisions.....................................................................................   62
Section 8.6.      Repayment to the Company.......................................................................   63
Section 8.7.      Reinstatement..................................................................................   63

                                                             ARTICLE IX.

                                                  AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes............................................................   63
Section 9.2.      With Consent of Holders of Notes...............................................................   64
Section 9.3.      Compliance with Trust Indenture Act............................................................   65
Section 9.4.      Revocation and Effect of Consents..............................................................   66
Section 9.5.      Notation on or Exchange of Notes...............................................................   66
Section 9.6.      Trustee To Sign Amendment, Etc.................................................................   66

                                                             ARTICLE X.

                                                              GUARANTEE

Section 10.1.     Unconditional Guarantee........................................................................   66
Section 10.2.     Severability...................................................................................   67
Section 10.3.     Limitation of Guarantor's Liability............................................................   67
Section 10.4.     Release of Guarantor...........................................................................   67
Section 10.5.     Contribution...................................................................................   68
Section 10.6.     Waiver of Subrogation..........................................................................   68
Section 10.7.     Execution of Guarantee.........................................................................   68
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
Section 10.8.     Waiver of Stay, Extension or Usury Laws........................................................   69

                                                             ARTICLE XI.

                                                     SATISFACTION AND DISCHARGE

Section 11.1.     Satisfaction and Discharge.....................................................................   69
Section 11.2.     Application of Trust...........................................................................   70

                                                            ARTICLE XII.

                                                            MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls...................................................................   70
Section 12.2.     Notices........................................................................................   70
Section 12.3.     Communication by Holders of Notes with Other Holders of Notes..................................   71
Section 12.4.     Certificate and Opinion as to Conditions Precedent.............................................   71
Section 12.5.     Statements Required in Certificate or Opinion..................................................   71
Section 12.6.     Rules by Trustee and Agents....................................................................   72
Section 12.7.     No Personal Liability of Directors, Officers, Employees and Stockholders.......................   72
Section 12.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial................................   72
Section 12.9.     No Adverse Interpretation of Other Agreements..................................................   73
Section 12.10.    Successors.....................................................................................   73
Section 12.11.    Severability...................................................................................   73
Section 12.12.    Counterpart Originals..........................................................................   73
Section 12.13.    Table of Contents, Headings, Etc...............................................................   73
Section 12.14.    Qualification of Indenture.....................................................................   73

Signatures        ...............................................................................................  S-1
</TABLE>

                                    EXHIBITS

<TABLE>
<S>              <C>
Exhibit A-1      Form of Note
Exhibit A-2      Form of Exchange Note
Exhibit B        Form of Guarantee
Exhibit C(1)     Form of Regulation S Certification
Exhibit C(2)     Form of Certificate to Be Delivered upon Exchange or Registration of Transfer of Notes
Exhibit D        Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit E        Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S
Exhibit F        Form of First Supplemental Indenture, to Be Executed on the Assumption Date
Exhibit G        Form of Interest Escrow Agreement, to Be Executed on the Assumption Date
</TABLE>

                                      -iv-

<PAGE>

                                    INDENTURE

                  INDENTURE dated as of June 5, 2003 among Crum & Forster
Funding Corp., a Delaware corporation, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Company's 10 3/8% Senior Notes due 2013:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.

                  "ACL RBC" means "authorized control level risk based capital"
as then defined and calculated in accordance with the Risk Based Capital (RBC)
for Insurers Model Act of the National Association of Insurance Commissioners.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Subsidiaries or assumed in connection with the
acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 2(d) of the Registration Rights Agreement or the comparable
section of any registration rights agreement entered into in connection with the
issuance of any additional Notes issued under this Indenture.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

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

                  "Applicable Percentage" means:

                  (1)      50% for any fiscal quarter other than as described in
         clause (2), and

                  (2)      75% for any fiscal quarter for which the Company had
         a Distributable Amount greater than zero.

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or any
Restricted Subsidiary of the Company, or shall be merged with or into the
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by
the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) which constitute all
or substantially all of the assets of such Person or comprise any division or
line of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company

<PAGE>

or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company of: (1) any Capital Stock of any Restricted Subsidiary
of the Company; or (2) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business (the sale of Invested Assets being an ordinary course transaction), but
excluding the Capital Stock of or other Investments in Unrestricted
Subsidiaries; provided, however, that asset sales or other dispositions shall
not include: (a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $2.5 million; (b) any transaction consummated in compliance with the
provisions of Section 5.1; (c) any Restricted Payment permitted by Section 4.7
or that constitutes a Permitted Investment; (d) the sale or discount, in each
case without recourse, of accounts receivable arising in the ordinary course of
business, but only in connection with the compromise or collection thereof; (e)
disposals or replacements of obsolete or worn out equipment; (f) for so long as,
and to the extent that, any Insurance Subsidiary would not be permitted to make
the Net Cash Proceeds therefrom available to the Company or the Company's other
Subsidiaries, any sale, lease, conveyance, disposition or other transfer of
assets by any Insurance Subsidiary; and (g) the creation of any Lien not
prohibited by Section 4.12.

                  "Assumption" means the assumption by Crum & Forster Holdings
Corp. of the Company's obligations under the Notes and this Indenture concurrent
with the release of the Escrow Funds (as defined in the Initial Escrow
Agreement) as more fully described in the Initial Escrow Agreement.

                  "Assumption Date" means the effective date of the Assumption.

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

                  "Board of Directors" means, as to any Person, the board of
directors (or similar governing body) of such Person or any duly authorized
committee thereof.

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

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the City of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed.
If a payment date is not a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.

                  "Capital Stock" means:

                  (1)      with respect to any Person that is a corporation, any
         and all shares, interests, participations or other equivalents (however
         designated and whether or not voting) of corporate stock, including
         each class of Common Stock and Preferred Stock of such Person and all
         options, warrants or other rights to purchase or acquire any of the
         foregoing; and

                  (2)      with respect to any Person that is not a corporation,
         any and all partnership, membership or other equity interests of such
         Person and all options, warrants or other rights to purchase or acquire
         any of the foregoing.

                  For the avoidance of doubt, "Capital Stock" includes, without
limitation, "trust preferred" or other equity or equity-like securities that can
or may be treated as equity, capital or surplus of the Insurance Subsidiaries.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes

                                      -2-

<PAGE>

of this definition, the amount of such obligations at any date shall be the
capitalized amount of such obligations at such date, determined in accordance
with GAAP.

                  "Cash Equivalents" means:

                  (1)      marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States of America or issued
         by any agency thereof and backed by the full faith and credit of the
         United States of America, in each case maturing within one year from
         the date of acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
         the United States of America or any political subdivision of any such
         state or any public instrumentality thereof, maturing within one year
         from the date of acquisition thereof and, at the time of acquisition,
         having one of the two highest ratings obtainable from either S&P or
         Moody's;

                  (3)      commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or at least P-1 from Moody's;

                  (4)      certificates of deposit or bankers' acceptances
         maturing within one year from the date of acquisition thereof issued by
         any bank organized under the laws of the United States of America or
         any state thereof or the District of Columbia or any U.S. branch of a
         foreign bank having at the date of acquisition thereof combined capital
         and surplus of not less than $250.0 million;

                  (5)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clause
         (1) above entered into with any bank meeting the qualifications
         specified in clause (4) above; and

                  (6)      investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above.

                  "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
Luxembourg.

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1)      any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any Person or group
         of related Persons for purposes of Section 13(d) of the Exchange Act (a
         "Group"), together with any Affiliates thereof (whether or not
         otherwise in compliance with the provisions of this Indenture) other
         than to Fairfax Financial Holdings Limited or any Person controlled by
         Fairfax Financial Holdings Limited;

                  (2)      the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3)      any Person or Group (other than Fairfax Financial
         Holdings Limited or any Person controlled by Fairfax Financial Holdings
         Limited) shall become the owner, directly or indirectly, beneficially
         or of record, of shares representing more than 35% of the voting power
         of the Voting Stock of the Company; or

                  (4)      the replacement of a majority of the Board of
         Directors of the Company over a two-year period from the directors who
         constituted the Board of Directors of the Company at the beginning of
         such period, and such replacement shall not have been approved by a
         vote of at least a majority of the Board of Directors of the Company
         then still in office who either were members of such Board of Directors
         at the

                                      -3-

<PAGE>

         beginning of such period or whose election as a member of such Board of
         Directors was previously so approved.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of, such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "Company" means Crum & Forster Funding Corp., until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter means such successor Person.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of:

                  (1)      Consolidated Interest Expense; plus

                  (2)      the product of (x) the amount of all dividend
         payments on any series of Preferred Stock of such Person (other than
         dividends paid in Qualified Capital Stock) paid, accrued or scheduled
         to be paid or accrued during such period times (y) a fraction, the
         numerator of which is one and the denominator of which is one minus the
         then current effective consolidated federal, state and local income tax
         rate of such Person, expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1)      the aggregate of the interest expense of such Person
         and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, (which, for greater
         clarity, excludes interest on funds held under reinsurance contracts)
         including without limitation: (a) any amortization of debt discount and
         amortization or write-off of deferred financing costs; (b) the net
         costs under Interest Swap Obligations; (c) all capitalized interest;
         and (d) the interest portion of any deferred payment obligation; and

                  (2)      the interest component of Capitalized Lease
         Obligations paid, accrued and/or scheduled to be paid or accrued by
         such Person and its Restricted Subsidiaries during such period as
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom (without
duplication):

                  (1)      after-tax gains from Asset Sales (without regard to
         the $2.5 million limitation set forth in the definition thereof) or
         abandonments or reserves relating thereto;

                  (2)      after-tax items classified as extraordinary or
         nonrecurring gains;

                  (3)      solely for purposes of Section 4.7, the net income of
         any Person prior to the date it becomes a Restricted Subsidiary of the
         referent Person or is merged or consolidated with the referent Person
         or any Restricted Subsidiary of the referent Person;

                                      -4-

<PAGE>

                  (4)      the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash (or to
         the extent immediately converted to cash) dividends or distributions
         paid to the referent Person or to a Wholly Owned Restricted Subsidiary
         of the referent Person by such Person;

                  (5)      any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Consolidated Net Income accrued at any time following the Issue Date;

                  (6)      income or loss attributable to discontinued
         operations (including, without limitation, operations disposed of
         during such period whether or not such operations were classified as
         discontinued); and

                  (7)      in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8W West,
New York, New York 10286, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

                  "Credit Agreement" means one or more credit facilities of
Fairfax Financial Holdings Limited, together with the related documents thereto
(including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary of the Company against
fluctuations in currency values.

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6(g) as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means that portion of 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
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control), on or prior to the final maturity date of the Notes.

                  "Distributable Amount" means, with respect to the Company at
the last day of any fiscal quarter, (a) the maximum amount of cash that the then
Insurance Subsidiaries of the Company could have distributed directly to the
Company as a dividend, distribution, repayment of intercompany indebtedness or
payment of interest

                                      -5-

<PAGE>

thereon as of such date (calculated as if such date were the relevant test date
for determining compliance with applicable Insurance Laws) without prior
governmental approval (or any required passage of time in nondisapproval states)
and which is not prohibited, directly or indirectly, by the terms of any charter
or any agreement, instrument, judgment, decree, order, writ, injunction,
certificate, statute, rule, law, code, ordinance or government regulation
applicable to such Insurance Subsidiaries unless any such restriction has been
legally waived, plus (b) the amount of any dividend, distribution, repayment of
intercompany indebtedness or payment of interest thereon paid during the four
fiscal quarters coming immediately prior to the date of determination by the
Insurance Subsidiaries of the Company to the Company to the extent that such
dividend, distribution, repayment of intercompany indebtedness or payment of
interest thereon reduces the amount described in clause (a) that could be
distributed at the date of determination; provided that in making any
determination of the Distributable Amount to Consolidated Fixed Charges Coverage
Ratio, any asset sales or other dispositions or Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any amount which such Restricted Subsidiary
could have distributed to such Person as a dividend to such Person that is
attributable to the assets which are the subject of the Asset Acquisition or
asset sale or other disposition during the four fiscal quarters occurring
immediately prior to the date of testing) occurring during the four quarter
period immediately prior to the date of such testing, shall be given effect to
as if such asset sale or other disposition or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness) had
occurred on the first day of such four quarter period.

                  "Distributable Amount to Consolidated Fixed Charge Coverage
Ratio" means, at any time, the ratio of the Distributable Amount on the last day
of the most recently ended fiscal quarter for which financial statements are
available to Consolidated Fixed Charges of the Company during the four full
fiscal quarters (the "Four Quarter Period") ending prior to such time for which
financial statements are available. In addition to and without limitation of the
foregoing, for purposes of this definition, "Consolidated Fixed Charges" shall
be calculated after giving effect on a pro forma basis for the period of such
calculation to:

                  (1)      the incurrence or repayment of any Indebtedness of
         such Person or any of its Restricted Subsidiaries (and the application
         of the proceeds thereof) giving rise to the need to make such
         calculation and any incurrence or repayment of other Indebtedness (and
         the application of the proceeds thereof), other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to working capital facilities,
         occurring during the Four Quarter Period or at any time subsequent to
         the last day of the Four Quarter Period and on or prior to the
         Transaction Date, as if such incurrence or repayment, as the case may
         be (and the application of the proceeds thereof), occurred on the first
         day of the Four Quarter Period; and

                  (2)      any asset sales or other dispositions or Asset
         Acquisitions (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of such
         Person or one of its Restricted Subsidiaries (including any Person who
         becomes a Restricted Subsidiary as a result of the Asset Acquisition)
         incurring, assuming or otherwise being liable for Acquired Indebtedness
         attributable to the assets which are the subject of the Asset
         Acquisition or asset sale or other disposition during the Four Quarter
         Period) occurring during the Four Quarter Period or at any time
         subsequent to the last day of the Four Quarter Period and on or prior
         to the Transaction Date, as if such asset sale or other disposition or
         Asset Acquisition (including the incurrence, assumption or liability
         for any such Acquired Indebtedness) occurred on the first day of the
         Four Quarter Period. If such Person or any of its Restricted
         Subsidiaries directly or indirectly guarantees Indebtedness of a third
         Person, the preceding sentence shall give effect to the incurrence of
         such guaranteed Indebtedness as if such Person or any Restricted
         Subsidiary of such Person had directly incurred or otherwise assumed
         such guaranteed Indebtedness.

                  For the purposes of this definition, "Transaction Date" means
the date of the incurrence, repayment, asset sale, disposition or Asset
Acquisition, as applicable, giving rise to the need to calculate the
Distributable Amount to Consolidated Fixed Charge Coverage Ratio.

                                      -6-

<PAGE>

                  Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator of this "Consolidated Fixed Charge
Coverage Ratio":

                  (1)      interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on such Indebtedness in
         effect on the Transaction Date; and

                  (2)      notwithstanding clause (1) above, interest on
         Indebtedness determined on a fluctuating basis, to the extent such
         interest is covered by agreements relating to Interest Swap
         Obligations, shall be deemed to accrue at the rate per annum resulting
         after giving effect to the operation of such agreements.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States, any state thereof or any territory or possession of the United States.

                  "Equity Offering" means a public or private offering of
Qualified Capital Stock of the Company to any Person other than Fairfax or an
Affiliate of Fairfax in which the gross cash proceeds to the Company are at
least $50.0 million.

                  "Escrow Agents" means the Initial Escrow Agent and the
Interest Escrow Agent.

                  "Escrow Agreements" means the Interest Escrow Agreement and
the Initial Escrow Agreement.

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

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Exchange Notes" means the Notes issued in the Exchange Offer
or pursuant to a registered Exchange Offer for Transfer Restricted Securities
issued after the Issue Date in accordance with Section 2.2 hereof, substantially
in the form of Exhibit A-2 hereto.

                  "Exchange Offer" means the offer to exchange Exchange Notes
for the Initial Notes to be made by the Company pursuant to the Registration
Rights Agreement.

                  "Fairfax" means Fairfax Financial Holdings Limited or any
Wholly Owned Subsidiary of Fairfax Financial Holdings Limited.

                  "Fairfax Note" means the non-interest bearing subordinated
note due 2018 to be issued by Holdings to Fairfax prior to the Assumption for up
to $40.0 million.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
the Company acting reasonably and in good faith and shall be evidenced by a
Board Resolution of the Board of Directors of the Company delivered to the
Trustee.

                  "Final Memorandum" shall mean the Company's final offering
memorandum dated May 29, 2003 relating to the offering of the Initial Notes.

                  "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

                                      -7-

<PAGE>

statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, which are in effect
as of the date of determination.

                  "Guarantee" means a senior unsecured guarantee of the notes by
a Guarantor.

                  "Guarantor" means each of the Company's Restricted
Subsidiaries that in the future executes a supplemental indenture in which such
Restricted Subsidiary agrees to be bound by the terms of this Indenture as a
Guarantor; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its Guarantee is released in
accordance with the terms of this Indenture.

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

                  "Holdings" means Crum & Forster Holdings Corp., a Delaware
corporation.

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1)      all Obligations of such Person for borrowed money;

                  (2)      all Obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3)      all Capitalized Lease Obligations of such Person;

                  (4)      all Obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations and all Obligations under any title retention agreement
         (but excluding trade accounts payable and other accrued liabilities
         arising in the ordinary course of business that are not overdue by 90
         days or more or are being contested in good faith by appropriate
         proceedings promptly instituted and diligently conducted);

                  (5)      all Obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction;

                  (6)      guarantees and other contingent obligations in
         respect of Indebtedness referred to in clauses (1) through (5) above
         and clause (8) below;

                  (7)      all Obligations of any other Person of the type
         referred to in clauses (1) through (6) which are secured by any lien on
         any property or asset of such Person, the amount of such Obligation
         being deemed to be the lesser of the fair market value of such property
         or asset and the amount of the Obligation so secured;

                  (8)      all Obligations under currency agreements and
         interest swap agreements of such Person; and

                  (9)      all Disqualified Capital Stock issued by such Person
         with the amount of Indebtedness represented by such Disqualified
         Capital Stock being equal to the greater of its voluntary or
         involuntary liquidation preference and its maximum fixed repurchase
         price, but excluding accrued dividends, if any;

provided, however, that the following shall not be deemed to constitute
Indebtedness: (a) obligations with respect to products underwritten by Insurance
Subsidiaries in the ordinary course of business, including insurance policies,
annuities, performance and surety bonds and any related contingent obligations,
(b) reinsurance agreements entered into by any Insurance Subsidiary in the
ordinary course of business, and (c) Interest Swap Obligations and Currency

                                      -8-

<PAGE>

Agreements entered into in the ordinary course of business in connection with
the Invested Assets of the Insurance Subsidiaries.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock.

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

                  "Independent Director" means, with respect to any transaction
or series of transactions, any director that does not have any direct or
indirect financial interest in the outcome thereof.

                  "Independent Financial Advisor" means a firm (which may be a
broker-dealer): (1) which does not, and whose directors, officers and employees
or Affiliates do not, have a direct or indirect financial interest in the
Company or any of its Affiliates (other than ownership of less than 5% of any
class of publicly traded securities of Fairfax Financial Holdings Limited or any
of its Affiliates); and (2) which is otherwise independent of the Company and
qualified to perform the task for which it is to be engaged.

                  "Initial Escrow Agent" means Wilmington Trust Company, as
escrow agent and securities intermediary under the Initial Escrow Agreement.

                  "Initial Escrow Agreement" means the escrow agreement dated
June 5, 2003 among the Company, Crum & Forster Holdings Corp., the Initial
Escrow Agent and the Trustee.

                  "Initial Notes" means $300.0 million aggregate principal
amount of Notes issued on the Issue Date.

                  "Initial Purchasers" means J.P. Morgan Securities Inc., Banc
of America Securities LLC, RBC Dominion Securities Corporation and Ferris, Baker
Watts, Incorporated.

                  "Insurance Law" means any applicable law, statute, rule,
regulation, judgment or agreement with any regulatory authority that regulates
the provision of insurance or reinsurance.

                  "Insurance Subsidiary" means any Subsidiary of the Company
that is regulated as an "insurance company" under applicable Insurance Laws or
as an equivalent entity under corresponding applicable foreign law or
regulation, or otherwise holds itself out as a provider of insurance or
reinsurance.

                  "Interest Escrow Account" means the account in which the
Interest Escrow Agent holds funds for the benefit of the Holders of the Notes
and the Trustee.

                  "Interest Escrow Agent" means the Trustee, as Escrow Agent and
Securities Intermediary under the Interest Escrow Agreement.

                  "Interest Escrow Agreement" means the Escrow Agreement among
the Interest Escrow Agent, the Trustee and Holdings, the form of which is
attached.

                  "Interest Escrow Amount" means an amount sufficient, together
with the proceeds from the investment thereof, to make the first four interest
payments on the Notes (but not any Additional Interest).

                                      -9-

<PAGE>

                  "Interest Escrow Assets" means the Interest Escrow Amount
together with any property from time to time held by the Interest Escrow Agent,
including any additional amounts required to be deposited pursuant to this
Indenture or the Interest Escrow Agreement.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                  "Invested Assets" means, with respect to any Person that is an
insurance company that files statutory financial statements with any
governmental authority, the amount to be shown on the line item "Cash and
Invested Assets" (or any equivalent line item(s) setting forth the type of
assets that would be reflected in the line item "Cash and Invested Assets" on
the Issue Date) on such insurance company's balance sheet included in its most
recent statutory financial statements filed with such governmental authority.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) 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 by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of the Company or such
Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of any
direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, the Company no longer owns, directly or
indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.

                  "Issue Date" means June 5, 2003, the date of original issuance
of the Notes.

                  "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
         to such Asset Sale (including, without limitation, legal, accounting
         and investment banking fees and sales commissions);

                  (2)      taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements;

                  (3)      repayment of Indebtedness that is secured by the
         property or assets that are the subject of such Asset Sale; and

                  (4)      appropriate amounts to be provided by the Company or
         any Restricted Subsidiary, as the case may be, as a reserve, in
         accordance with GAAP, against any liabilities associated with such
         Asset Sale

                                      -10-

<PAGE>

         and retained by the Company or any Restricted Subsidiary, as the case
         may be, after such Asset Sale, including, without limitation, pension
         and other post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such Asset Sale.

                  "North River" means The North River Insurance Company, a New
Jersey corporation.

                  "Note Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Notes" means the notes, if any, that are issued in accordance
with Section 2.2 hereof under this Indenture, as amended or supplemented from
time to time.

                  "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnification, reimbursement, damages and other
liabilities payable under the documentation governing any Indebtedness.

                  "Officer" means, (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Controller, the Secretary or any Vice-President of such Person
and (b) with respect to any other Person, the individuals selected by such
Person to perform functions similar to those of the officers listed in clause
(a).

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the principal
accounting officer of the Company, that meets the requirements of Sections 12.4
and 12.5 hereof. An Officers' Certificate given pursuant to Section 4.4 shall be
signed by an authorized financial or accounting officer (which may be the
Treasurer, in the case of an "Officers' Certificate" delivered on behalf of Crum
& Forster Funding Corp.) of the Company and contain the information specified in
Section 4.4, but need not contain the information specified in Section 12.4
hereof. Notwithstanding the foregoing, any "Officers' Certificate" delivered on
behalf of Crum & Foster Funding Corp. need only be signed by one Officer of Crum
& Forster Funding Corp.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Sections
12.4 and 12.5. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (1)      Indebtedness under the Notes in an aggregate
         principal amount not to exceed $300.0 million and any Guarantee thereof
         by any Subsidiary;

                  (2)      other Indebtedness of the Company or any Restricted
         Subsidiary outstanding on the Issue Date;

                  (3)      Interest Swap Obligations of the Company or any
         Restricted Subsidiary of the Company covering Indebtedness of the
         Company or any of its Restricted Subsidiaries; provided, however, that
         the notional principal amount of such Interest Swap Obligation does
         not, at the time of the incurrence thereof, exceed the principal amount
         of the Indebtedness to which such Interest Swap Obligation relates;

                  (4)      Indebtedness under Currency Agreements; provided that
         in the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements do not increase the Indebtedness of the Company and
         its Restricted Subsidiaries outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                                      -11-

<PAGE>

                  (5)      Indebtedness of a Restricted Subsidiary of the
         Company to the Company or to a Wholly Owned Restricted Subsidiary of
         the Company for so long as such Indebtedness is held by the Company or
         a Wholly Owned Restricted Subsidiary of the Company or the holder of a
         Lien permitted under this Indenture, in each case subject to no Lien
         held by a Person other than the Company or a Wholly Owned Restricted
         Subsidiary of the Company or the holder of a Lien permitted under this
         Indenture; provided that if as of any date any Person other than the
         Company or a Wholly Owned Restricted Subsidiary of the Company or the
         holder of a Lien permitted under this Indenture owns or holds any such
         Indebtedness or holds a Lien in respect of such Indebtedness, such date
         shall be deemed the incurrence of Indebtedness not constituting
         Permitted Indebtedness under this clause (5) by the issuer of such
         Indebtedness;

                  (6)      Indebtedness of the Company to a Wholly Owned
         Restricted Subsidiary of the Company for so long as such Indebtedness
         is held by a Wholly Owned Restricted Subsidiary of the Company or the
         holder of a Lien permitted under this Indenture, in each case subject
         to no Lien other than a Lien permitted under this Indenture; provided
         that (a) any Indebtedness of the Company to any Wholly Owned Restricted
         Subsidiary of the Company that is not a Guarantor is unsecured and
         subordinated, pursuant to a written agreement, to the Company's
         obligations under this Indenture and the notes and (b) if as of any
         date any Person other than a Wholly Owned Restricted Subsidiary of the
         Company or the holder of a Lien permitted under this Indenture owns or
         holds any such Indebtedness or any Person holds a Lien in respect of
         such Indebtedness, such date shall be deemed the incurrence of
         Indebtedness not constituting Permitted Indebtedness under this clause
         (6) by the Company;

                  (7)      Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within two business
         days of incurrence;

                  (8)      Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of performance bonds, bankers' acceptances,
         workers' compensation claims, surety or appeal bonds, payment
         obligations in connection with self-insurance or similar obligations,
         and bank overdrafts (and letters of credit in respect thereof) in the
         ordinary course of business;

                  (9)      Indebtedness represented by Capitalized Lease
         Obligations and Purchase Money Indebtedness of the Company and its
         Restricted Subsidiaries incurred in the ordinary course of business not
         to exceed $7.5 million at any one time outstanding;

                  (10)     Refinancing Indebtedness;

                  (11)     Indebtedness represented by guarantees by the Company
         or its Restricted Subsidiaries of Indebtedness otherwise permitted to
         be incurred under this Indenture;

                  (12)     Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees, indemnities or obligations in
         respect of purchase price adjustments in connection with the
         acquisition or disposition of assets;

                  (13)     Acquired Indebtedness of any Restricted Subsidiary
         acquired at the time such entity became a Restricted Subsidiary, other
         than Indebtedness incurred in connection with, or in contemplation of,
         such entity becoming a Restricted Subsidiary so long as, at the time of
         such incurrence and immediately after giving effect thereto, the ratio
         of combined policyholders' surplus of all of the Insurance Subsidiaries
         to total consolidated long-term Indebtedness of the Company would be
         equal to or greater than such ratio immediately prior to such entity
         becoming a Restricted Subsidiary;

                                      -12-

<PAGE>

                  (14)     Indebtedness of the Company to the extent the
         proceeds are used to pay interest on the notes substantially
         concurrently with the incurrence thereof; and

                  (15)     (x) Indebtedness pursuant to the Fairfax Note,
         provided that until such time as the Company is no longer required to
         meet the requirement set forth in the first sentence of Section 4.20,
         any amounts borrowed under the Fairfax Note may only be used to fund
         the Interest Escrow Account and (y) other Subordinated Indebtedness of
         the Company or any Restricted Subsidiaries to Fairfax that is otherwise
         permitted under this Indenture.

For purposes of determining compliance with Section 4.9, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (14) above, the Company
may, in its sole discretion, classify (or later reclassify) such item of
Indebtedness in any manner that complies with this covenant. Accrual of
interest, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Capital Stock in the
form of additional shares of the same class of Disqualified Capital Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Capital Stock for purposes of Section 4.9.

                  "Permitted Investments" means:

                  (1)      Investments by the Company or any Restricted
         Subsidiary of the Company in any Person that is or will become
         immediately after such Investment a Wholly Owned Restricted Subsidiary
         of the Company or that will merge or consolidate into the Company or a
         Wholly Owned Restricted Subsidiary of the Company;

                  (2)      Investments in the Company by any Restricted
         Subsidiary of the Company; provided that any Indebtedness evidencing
         such Investment and held by a Restricted Subsidiary that is not a
         Guarantor is unsecured and subordinated, pursuant to a written
         agreement, to the Company's obligations under the notes and this
         Indenture;

                  (3)      Investments in cash and Cash Equivalents;

                  (4)      loans and advances to employees, directors and
         officers of the Company and its Restricted Subsidiaries in the ordinary
         course of business for bona fide business purposes not in excess of
         $5.0 million at any one time outstanding;

                  (5)      Currency Agreements and Interest Swap Obligations
         entered into in the ordinary course of the Company's or its Restricted
         Subsidiaries' businesses and otherwise in compliance with this
         Indenture;

                  (6)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers or in good faith settlement of delinquent obligations of
         such trade creditors or customers;

                  (7)      Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10;

                  (8)      Investments represented by guarantees that are
         otherwise permitted under this Indenture;

                  (9)      Investments the payment for which is Qualified
         Capital Stock of the Company;

                                      -13-

<PAGE>

                  (10)     Investments by any Insurance Subsidiary constituting
         Invested Assets and made in compliance with Insurance Laws, including
         Investments determined subsequent to acquisition not to comply with
         applicable Insurance Laws so long as such noncompliance is cured within
         30 days of the chief investment officer of the Company or the
         applicable Subsidiary becoming aware of such noncompliance; provided,
         that (a) no more than 15% of Invested Assets may be in persons that are
         Affiliates of the Company and (b) if, as a result of any direct or
         indirect action by the Company such Person becomes an Affiliate of the
         Company then any such Investment in such Person pursuant to this clause
         (10) that was made prior to the date such Person became an Affiliate of
         the Company shall be deemed to have been made on the date and
         immediately after such Person became an Affiliate of the Company;

                  (11)     any Investment that replaces, refinances or refunds
         an Investment existing on the Issue Date, provided that such Investment
         is in an amount that does not exceed the amount replaced, refinanced or
         refunded and is made in the same Person as the Investment replaced,
         refinanced or refunded; and

                  (12)     other Investments not to exceed $10.0 million at any
         one time outstanding.

                  "Permitted Liens" means the following types of Liens:

                  (1)      Liens securing the Notes and any Guarantees;

                  (2)      Liens of the Company or a Wholly Owned Restricted
         Subsidiary of the Company on assets of any Restricted Subsidiary of the
         Company;

                  (3)      Liens securing Refinancing Indebtedness which is
         incurred to Refinance any Indebtedness which has been secured by a Lien
         permitted under this Indenture and which has been incurred in
         accordance with the provisions of this Indenture; provided, however,
         that such Liens: (i) are no less favorable to the Holders in any
         material respect and are not more favorable to the lienholders in any
         material respect with respect to such Liens than the Liens in respect
         of the Indebtedness being Refinanced; and (ii) do not extend to or
         cover any property or assets of the Company or any of its Restricted
         Subsidiaries not securing the Indebtedness so Refinanced;

                  (4)      Liens securing Purchase Money Indebtedness incurred
         in the ordinary course of business; provided, however, that (a) such
         Purchase Money Indebtedness shall not exceed the purchase price or
         other cost of such property or equipment and shall not be secured by
         any property or equipment of the Company or any Restricted Subsidiary
         of the Company other than the property and equipment so acquired and
         (b) the Lien securing such Purchase Money Indebtedness shall be created
         within 90 days of such acquisition;

                  (5)      Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

                  (6)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (7)      Liens securing Interest Swap Obligations which
         Interest Swap Obligations relate to Indebtedness that is otherwise
         permitted under this Indenture;

                  (8)      Liens securing Indebtedness under Currency
         Agreements; and

                  (9)      Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.9; provided that:

                                      -14-

<PAGE>

                           (a)      such Liens secured such Acquired
                  Indebtedness at the time of and prior to the incurrence of
                  such Acquired Indebtedness by the Company or a Restricted
                  Subsidiary of the Company and were not granted in connection
                  with, or in anticipation of, the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company; and

                           (b)      such Liens do not extend to or cover any
                  property or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders than those securing the Acquired Indebtedness
                  prior to the incurrence of such Acquired Indebtedness by the
                  Company or a Restricted Subsidiary of the Company; and

                  (10)     Liens on assets of a Restricted Subsidiary of the
         Company that is not a Guarantor to secure Indebtedness of such
         Restricted Subsidiary that is otherwise permitted to be incurred under
         this Indenture.

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

                  "PORTAL Market" means the Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries incurred in the normal course of
business for the purpose of financing all or any part of the purchase price, or
the cost of installation, construction or improvement, of property or equipment.

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest (if
any) thereon to the Purchase Date, unless otherwise specifically provided.

                  "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Rating Agencies" means:

                  (a)      S&P;

                  (b)      Moody's; or

                  (c)      if S&P or Moody's or both shall not make a rating of
         the notes publicly available, a nationally recognized securities rating
         agency or agencies, as the case may be, selected by the Company, which
         shall be substituted for S&P or Moody's or both, as the case may be.

                                      -15-

<PAGE>

                  "Ratio Test" means the Distributable Amount to Consolidated
Fixed Charge Coverage Ratio of the Company (or, in the case of clause (2) of
Section 5.1, of the Company or the Surviving Entity, as applicable) is greater
then 2.0 to 1.0.

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

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of accrued and unpaid interest (if
any) thereon to the Redemption Date, unless otherwise specifically provided.

                  "Redemption Triggering Event" means (a) the date that Fairfax
or Crum & Forster Holdings Corp. delivers written notice to the Trustee that
Fairfax does not intend to refinance the Credit Agreement or to pursue an
amendment or waiver permitting Crum & Forster Holdings Corp. to complete the
Assumption, that Crum & Forster Holdings Corp. does not intend to complete the
Assumption, or that the Assumption will otherwise not occur prior to August 29,
2003 or (b) August 29, 2003, if the Assumption is not consummated by August 29,
2003.

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

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.9 (other than pursuant to clauses (3), (4), (5), (6),
(7), (8), (9), (11), (12), (14) or (15) of the definition of Permitted
Indebtedness), in each case that does not:

                  (1)      result in an increase in the aggregate principal
         amount of Indebtedness of such Person as of the date of such proposed
         Refinancing (plus the amount of any premium required to be paid under
         the terms of the instrument governing such Indebtedness and plus the
         amount of reasonable expenses incurred by such Person in connection
         with such Refinancing); or

                  (2)      create Indebtedness with: (a) a Weighted Average Life
         to Maturity that is less than the Weighted Average Life to Maturity of
         the Indebtedness being Refinanced; or (b) a final maturity earlier than
         the final maturity of the Indebtedness being Refinanced; provided that
         (x) if such Indebtedness being Refinanced is Indebtedness of the
         Company (and is not otherwise guaranteed by a Restricted Subsidiary of
         the Company), then such Refinancing Indebtedness shall be Indebtedness
         solely of the Company and (y) if such Indebtedness being Refinanced is
         subordinated or junior to the Notes, then such Refinancing Indebtedness
         shall be subordinated or junior to the Notes at least to the same
         extent and in the same manner as the Indebtedness being Refinanced.

                  "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among Crum & Forster Holdings Corp. and the
Initial Purchasers.

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

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                                      -16-

<PAGE>

                  "Restricted Subsidiary" means any Subsidiary of the Company
which at the time of determination is not an Unrestricted Subsidiary.

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

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party providing for
the leasing to the Company or a Restricted Subsidiary of any property, whether
owned by the Company or any Restricted Subsidiary at the Issue Date or later
acquired, which has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person or to any other Person by whom funds have
been or are to be advanced by such Person on the security of such Property.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                  "Security Documents" shall mean the Escrow Agreements
(including the security account control agreements attached as exhibits thereto)
and each other document pursuant to which the holders of the Notes have been
granted a Lien on any property of the Company or the Subsidiaries securing the
Obligations.

                  "Significant Subsidiary," with respect to any Person, means
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

                  "Special Mandatory Redemption" means a redemption of all of
the Notes at the Special Mandatory Redemption Price on the Special Mandatory
Redemption Date.

                  "Special Mandatory Redemption Date" means a date not more than
20 days following the Redemption Triggering Event.

                  "Special Mandatory Redemption Price" means the redemption
price for any Special Mandatory Redemption, which shall be equal to 96.985% of
the original principal amount of the Notes (which amount is equal to 100% of the
original issue price of the Notes) plus accrued and unpaid interest thereon
through the Special Redemption Date.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinated or junior in right of payment to the Notes
or the Guarantee of such Guarantor, as the case may be.

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

                  (1)      any corporation of which the outstanding Capital
         Stock having at least a majority of the votes entitled to be cast in
         the election of directors under ordinary circumstances shall at the
         time be owned, directly or indirectly, by such Person; or

                  (2)      any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time, directly
         or indirectly, owned by such Person.

                  "Tax Allocation Agreement" means the Tax Allocation Agreement
among Fairfax Inc. and Holdings dated as of June 5, 2003.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                                      -17-

<PAGE>

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

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

                  "Unrestricted Subsidiary" of any Person means:

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

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds 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; provided that:

                  (1)      the Company certifies to the Trustee that such
         designation complies with Section 4.7; and

                  (2)      each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7, the portion of the fair market value of the net assets of such Subsidiary
of the Company at the time that such Subsidiary is designated as an Unrestricted
Subsidiary that is represented by the interest of the Company and its Restricted
Subsidiaries in such Subsidiary, in each case as determined in good faith by the
Board of Directors of the Company, shall be deemed to be an Investment. Such
designation will be permitted only if such Investment would be permitted at such
time under Section 4.7.

                  The Board of Directors may designate any Unrestricted
Subsidiary as a Restricted Subsidiary only if:

                  (1)      immediately after giving effect to such designation,
         the Ratio Test shall be met; and

                  (2)      immediately before and immediately after giving
         effect to such designation, no Default or Event of Default shall have
         occurred and be continuing.

                  Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the Board Resolution of the Company giving effect to such designation and an
officers' certificate certifying that such designation complied with the
foregoing provisions.

                  "U.S. Fire" means United States Fire Insurance Company, a New
York corporation.

                  "U.S. Government Securities" shall mean securities which are
(i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt

                                      -18-

<PAGE>

issued by a bank or trust company as custodian with respect to any such U.S.
Government Securities or a specific payment of interest on or principal of any
such U.S. Government Securities held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Securities or the specific payment of interest on
or principal of the U.S. Government Securities evidenced by such depository
receipt.

                  "U.S. Person" means any U.S. Person as defined in Regulation
S.

                  "Voting Stock" of any Person means any class or classes of
Capital Stock which entitle the holders thereof under ordinary circumstances to
elect at least a majority of the Board of Directors of such Person (irrespective
of whether or not, at the time, stock of any other class or classes shall have,
or might have, voting power by reason of the happening of any contingency).

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

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than in the
case of a foreign Subsidiary, directors' qualifying shares or an immaterial
amount of shares required to be owned by other Persons pursuant to applicable
law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

Section 1.2.      Other Definitions.

<TABLE>
<CAPTION>
Term                                                          Defined in Section
----                                                          ------------------
<S>                                                           <C>
"Adjusted Net Assets"..............................                10.5
"Affiliate Transaction"............................                4.11(a)
"Agent Members"....................................                 2.6(b)
"Certificated Notes"...............................                 2.1
"Change of Control Offer"..........................                4.14
"Change of Control Offer Period"...................                 3.9
"Covenant Defeasance"..............................                 8.3
"Event of Default".................................                 6.1
"Excluded Sale"....................................                 4.7(a)
"Foreign Person"...................................                 2.6(c)
"Global Notes".....................................                 2.1
"Guarantor Supplemental Indenture".................                10.1
"incur"............................................                 4.9(a)
"Institutional Accredited Investors"...............                 2.1
"Legal Defeasance".................................                 8.2
"Net Proceeds Offer"...............................                4.10(c)
"Net Proceeds Offer Amount"........................                4.10(c)
"Net Proceeds Offer Payment Date"..................                4.10(c)
"Net Proceeds Offer Trigger Date"..................                4.10(c)
</TABLE>

                                      -19-

<PAGE>

<TABLE>
<CAPTION>
Term                                                          Defined in Section
----                                                          ------------------
<S>                                                           <C>
"Offshore Certificated Notes"......................                 2.1
"Optional Redemption"..............................                 3.7
"Paying Agent".....................................                 2.3
"Permanent Regulation S Global Note"...............                 2.1
"Private Placement Legend".........................                 2.6(h)
"Ratio Test".......................................                 4.7(a)
"Redemption Triggering Event"......................                3.11
"Registrar"........................................                 2.3
"Regulation S Global Note".........................                 2.1
"Restricted Payment"...............................                 4.7(a)
"Restricted Payment Basket"........................                 4.7
"Rule 144A Global Note"............................                 2.1
"Special Redemption"...............................                 3.8
"Surviving Entity".................................                 5.1
"Temporary Regulation S Global Note"...............                 2.1
"U.S. Certificated Notes"..........................                 2.1
</TABLE>

Section 1.3.      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

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

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee;

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

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

Section 1.4.      Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

                                      -20-

<PAGE>

                  (e)      provisions apply to successive events and
         transactions;

                  (f)      any reference herein or in the Notes to "unpaid
         interest" or "interest, if any, on the Notes" shall be deemed to
         include Additional Interest, if any, on the Notes; and

                  (g)      references to sections of or rules under the
         Securities Act, the Exchange Act and the TIA shall be deemed to include
         substitute, replacement and successor sections or rules adopted by the
         Commission from time to time.

Section 1.5.      Acts of Holders.

                  (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 Holders
signing or bound by 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 7.1) 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 the certificate of any 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 or her the
execution thereof. Where such execution is by an officer of a corporation or a
member of a partnership, on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority.

                  (c)      The ownership of Notes shall be proved by the
register maintained by the Registrar.

                  (d)      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 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.

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.      Form and Dating.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage in
addition to those set forth in Exhibit A-1. The Exchange Notes shall be
substantially in the form of Exhibit A-2 hereto. The notation on each note
relating to the Guarantees shall be substantially in the form set forth on
Exhibit B, which is part of this Indenture. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                  The terms and provisions contained in the Notes and Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture, and
the Company, the Guarantors, if any, from time to time and the Trustee,

                                      -21-

<PAGE>

by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form set forth in Exhibit A-1 (the "Rule 144A Global
Note"), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Rule 144A Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form substantially in the form set forth in Exhibit A-1 (the
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian
for the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. At any time following 40 days after the later
of the commencement of the offering of the Notes and the Issue Date, upon
receipt by the Trustee and the Company of a duly executed certificate
substantially in the form of Exhibit C(1), a single permanent Global Note in
registered form substantially in the form set forth in Exhibit A-1 (the
"Permanent Regulation S Global Note," and together with the Temporary Regulation
S Global Note, the "Regulation S Global Note") duly executed by the Company and
authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as custodian for the Depositary, and the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
beneficial interest in the Regulation S Global Note transferred.

                  Notes offered and sold to institutional accredited investors
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("Institutional Accredited Investors") shall be issued in the form of permanent
U.S. Certificated Notes in registered form in substantially the form set forth
in Exhibit A-1 (the "U.S. Certificated Notes"). Securities issued pursuant to
Section 2.6 in exchange for interests in the Rule 144A Global Note or the
Regulation S Global Note shall be in the form of permanent Certificated Notes in
registered form substantially in the form set forth in Exhibit A-1 (the
"Offshore Certificated Notes").

                  The Offshore Certificated Notes and U.S. Certificated Notes
are sometimes together referred to as the "Certificated Notes." The Rule 144A
Global Note and the Regulation S Global Note are sometimes together referred to
as the "Global Notes."

Section 2.2.      Execution and Authentication.

                  One Officer of the Company shall sign the Notes for the
Company by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid. Each Guarantor, as applicable, shall execute a Guarantee in the manner
set forth in Section 10.7.

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

                  The Trustee, upon a written order of the Company signed by an
Officer of the Company, together with the other documents required by Sections
12.4 and 12.5, shall authenticate (i) Initial Notes for original issue on the
Issue Date in the aggregate principal amount not to exceed $300.0 million, (ii)
Exchange Notes; provided that such Exchange Notes shall be issuable only upon
the valid surrender for cancellation of Initial Notes of a like aggregate
principal amount in accordance with the Exchange Offer and the provisions of the
Registration Rights Agreement and (iii) subject to compliance with Section 4.9
hereof, authenticate one or more series of Notes for original

                                      -22-

<PAGE>

issue after the Issue Date (and if such Notes are Transfer Restricted
Securities, a like amount of Exchange Notes in exchange therefor upon
consummation of a registered exchange offer). All Notes issued under this
Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter. Exchange Notes may have such distinctive series designations and
such changes in the form thereof as are specified in the order of the Company
referred to in the first sentence of this paragraph. Such written order of the
Company shall specify the amount of Notes to be authenticated and the date on
which the original issue of Notes is to be authenticated.

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

Section 2.3.      Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
At the option of the Company, payment of interest and Additional Interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, provided that payment by wire transfer of immediately available
funds will be required with respect to principal, Redemption Price and Purchase
Price of, and interest and Additional Interest (if any) on, all Global Notes and
all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent.

                  The Company may appoint one or more co-registrars and one or
more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any
Paying Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company may act as Paying Agent or Registrar. The Depositary shall, by
acceptance of a Global Note, agree that transfers of beneficial interests in
such Global Note may be effected only through a book-entry system maintained by
the Depositary (or its agent), and that ownership of a beneficial interest in
the Note shall be required to be reflected in a book entry.

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

Section 2.4.      Paying Agents To Hold Money in Trust.

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

                                      -23-

<PAGE>

Section 2.5.      Holder Lists.

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

Section 2.6.      Transfer and Exchange.

                  (a)      Transfer and Exchange Generally; Book Entry
Provisions. Upon surrender for registration of transfer of any Note to the
Registrar and the satisfaction of the requirements for such transfer set forth
in this Section 2.6, 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 and bearing such restrictive legends as may be
required by this Indenture.

                  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 any such office or agency maintained by the Company
pursuant to Section 4.2. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

                  All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Registrar, and the Notes shall be duly executed by the Holder thereof or his
attorney duly authorized in writing. Except as otherwise provided in this
Indenture, and in addition to the requirements set forth in the legend referred
to in Section 2.6(h)(i), any request for transfer of Transfer Restricted
Securities shall be accompanied by a certification to the Trustee relating to
the manner of such transfer substantially in the form of Exhibit C(2).

                  (b)      Book-Entry Provisions for the Global Notes. The Rule
144A Global Note and Regulation S Global Note initially shall (i) be registered
in the name of the Depositary or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for the Depositary and (iii) bear legends
as set forth in Section 2.6(h).

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Rule
144A Global Note or Regulation S Global Note, as the case may be, held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Rule
144A Global Note or Regulation S Global Note, as the case may be, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of Rule 144A Global Note or
Regulation S Global Note, as the case may be, for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any
Note.

                  Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Beneficial interests in the Rule 144A
Global Note and the Regulation S Global Note may be transferred in accordance
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial
interests in the Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility
or liability for any act or omission of the Depositary.

                                      -24-

<PAGE>

                  (c)      Transfers to Non-QIB Institutional Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB, other than any Person that is not a U.S.
Person as defined under Regulation S (a "Foreign Person"):

                  (i)      The Registrar shall register the transfer of any
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) (A) the requested transfer is at least two years after the Issue
         Date of the Notes and (B) the proposed transferee has certified to the
         Registrar that the requested transfer is at least two years after the
         last date on which such Note was held by the Company or an Affiliate of
         the Company, or (y) the proposed transferee has delivered to the
         Registrar (A) a certificate substantially in the form of Exhibit D
         hereto and (B) such certifications, legal opinions and other
         information as the Trustee and the Company may reasonably request to
         confirm that such transaction is in compliance with the Securities Act;
         and

                  (ii)     If the proposed transferor is an Agent Member holding
         a beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the documents, if any, required by clause (i) and (y)
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Global
         Note in an amount equal to the principal amount of the beneficial
         interest in the Global Note to be transferred, and the Company shall
         execute, and the Trustee shall authenticate and deliver, one or more
         Certificated Notes of like tenor and amount.

                  (d)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                  (i)      if the Note to be transferred consists of
         Certificated Notes or an interest in the Regulation S Global Note, the
         Registrar shall register the transfer if such transfer is being made by
         a proposed transferor who has checked the box provided for on a
         certificate substantially in the form of Exhibit C(2) stating, or has
         otherwise advised the Company and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who is a QIB within the meaning of Rule 144A and is aware
         that the sale to it is being made in reliance on Rule 144A; and

                  (ii)     if the proposed transferee is an Agent Member, and
         the Note to be transferred consists of Certificated Notes or an
         interest in the Regulation S Global Note, upon receipt by the Registrar
         of the documents referred to in clause (i) and instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Rule 144A Global Note in an
         amount equal to the principal amount of the Certificated Notes or the
         interest in the Regulation S Global Note, as the case may be, to be
         transferred, and the Trustee shall cancel the Certificated Notes or
         decrease the amount of the Regulation S Global Note so transferred.

                  (e)      Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i)      The Registrar shall register the transfer of an
         interest in the Temporary Regulation S Global Certificate if (x) the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto stating, among other
         things, that the proposed transferee is a Foreign Person or (y) the
         proposed transferee is a QIB and the proposed transferor has checked
         the box provided for on a certificate substantially in the form of
         Exhibit C(2) stating, or has otherwise advised the Company and the
         Registrar in writing, that the sale has been made in compliance with
         the provisions of Rule 144A to a transferee who is a QIB within the
         meaning of Rule 144A, and is aware that the sale to it is being made in
         reliance on Rule 144A; and

                                      -25-

<PAGE>

                  (ii)     if the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)(y)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
         Temporary Regulation S Global Note to be transferred, and the Trustee,
         as Note Custodian, shall decrease the amount of the Temporary
         Regulation S Global Note.

                  (f)      Transfers to Foreign Persons. The following
provisions shall apply with respect to any transfer of a Transfer Restricted
Security to a Foreign Person:

                  (i)      the Registrar shall register any proposed transfer of
         a Note to a Foreign Person upon receipt of a certificate substantially
         in the form of Exhibit E hereto from the proposed transferor and such
         certifications, legal opinions and other information as the Trustee or
         the Company may reasonably request; and

                  (ii)     (a) If the proposed transferor is an Agent Member
         holding a beneficial interest in the Rule 144A Global Note or the Note
         to be transferred consists of Certificated Notes, upon receipt by the
         Registrar of (x) the documents, if any, required by paragraph (i) and
         (y) instructions in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the Rule
         144A Global Note in an amount equal to the principal amount of the
         beneficial interest in the Rule 144A Global Note or cancel the
         Certificated Notes, as the case may be, to be transferred, and (b) if
         the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Regulation S Global Note in an amount equal to the principal amount of
         the Certificated Notes to be transferred, and the Trustee shall
         decrease the amount of the Rule 144A Global Note.

                  (g)      The Depositary. The Depositary shall be a clearing
agency registered under the Exchange Act. The Company initially appoints The
Depository Trust Company to act as Depositary with respect to the Global Note.
Initially, the Rule 144A Global Note and the Regulation S Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Note Custodian for Cede & Co.

                  Notes in Certificated form issued in exchange for all or a
part of a Global Note pursuant to this Section 2.6 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated Notes in Certificated form to the persons in whose
names such Notes in Certificated form are so registered.

                  Certificated Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Rule 144A Global Note
or the Permanent Regulation S Global Note, as the case may be, if at any time:

                  (i)      the Depositary for the Notes notifies the Company
         that the Depositary is unwilling or unable to continue as Depositary
         for the Rule 144A Global Note or the Permanent Regulation S Global
         Note, as the case may be, and a successor Depositary is not appointed
         by the Company within 90 days after delivery of such notice; or

                  (ii)     the Company, at its sole discretion, notifies the
         Trustee in writing that it elects to cause the issuance of Certificates
         Notes under this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2, authenticate and deliver
Certificated Notes in an aggregate principal

                                      -26-

<PAGE>

amount equal to the principal amount of the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, in exchange for such
Global Notes.

                  (h)      Legends.

                  (i)      Except as permitted by the following paragraphs (ii)
         and (iii), each Note certificate evidencing Global Notes and
         Certificated Notes (and all Notes issued in exchange therefor or
         substitution thereof) shall (x) be subject to the restrictions on
         transfer set forth in this Section 2.6 (including those set forth in
         the legend below) unless such restrictions on transfer shall be waived
         by written consent of the Company, and the holder of each Transfer
         Restricted Security, by such Holder's acceptance thereof, agrees to be
         bound by all such restrictions on transfer and (y) bear the legend set
         forth below (the "Private Placement Legend"):

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
         OR OTHER JURISDICTION. 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
         HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
         FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
         TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
         TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
         ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
         AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
         A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
         PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
         INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
         501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
         INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
         INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES
         OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
         OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
         SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
         ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,

                                      -27-

<PAGE>

         SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO REQUIRE THE DELIVERY
         OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
         REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  (ii)     Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Note) pursuant to Rule 144 under the Securities Act or pursuant
         to an effective registration statement under the Securities Act:

                           (a)      in the case of any Transfer Restricted
                  Security that is a Certificated Note, the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Certificated Note that does not bear the legend
                  set forth in (i) above and rescind any restriction on the
                  transfer of such Transfer Restricted Security; and

                           (b)      in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the legend
                  set forth in (i) above, but shall continue to be subject to
                  the provisions of Section 2.6(b); provided, however, that with
                  respect to any request for an exchange of a Transfer
                  Restricted Security that is represented by a Global Note for a
                  Certificated Note that does not bear the legend set forth in
                  (i) above, which request is made in reliance upon Rule 144,
                  the Holder thereof shall certify in writing to the Registrar
                  that such request is being made pursuant to Rule 144 (such
                  certifications to be substantially in the form of Exhibit
                  C(2)).

                  (iii)    Notwithstanding the foregoing, upon consummation of
         the Exchange Offer, the Company shall issue and, upon receipt of an
         authentication order in accordance with Section 2.2, the Trustee shall
         authenticate Exchange Notes in exchange for Notes accepted for exchange
         in the Exchange Offer, which Exchange Notes shall not bear the legend
         set forth in (i) above, and the Registrar shall rescind any restriction
         on the transfer of such Notes, in each case unless the Company has
         notified the Registrar in writing that the Holder of such Notes is
         either (A) a broker-dealer, (B) a Person participating in the
         distribution of the Notes or (C) a Person who is an affiliate (as
         defined in Rule 144A) of the Company.

                  (iv)     Each Global Note, whether or not a Transfer
         Restricted Security, shall also bear the following legend on the face
         thereof:

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS
         NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
         THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
         NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
         DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
         EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         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

                                      -28-

<PAGE>

         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.

                  (v)      Any Global Note may be endorsed with or have
         incorporated in the text thereof such legends or recitals or changes
         not inconsistent with the provisions of this Indenture as may be
         required by the Note Custodian, the Depositary or by the National
         Association of Securities Dealers, Inc. in order for the Notes to be
         tradable on the PORTAL Market or tradable on Euroclear or Clearstream
         or as may be required for the Notes to be tradable on any other market
         developed for trading of securities pursuant to Rule 144A or Regulation
         S under the Securities Act or required to comply with any applicable
         law or any regulation thereunder or with the rules and regulations of
         any securities exchange or automated quotation system upon which the
         Notes may be listed or traded or to conform with any usage with respect
         thereto, or to indicate any special limitations or restrictions to
         which any particular Notes are subject.

                  (i)      Cancellation and/or Adjustment of Global Notes. At
such time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.11. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Certificated Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Notes shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or the Note Custodian, at the direction of the Trustee, to reflect
such reduction. In the event of any transfer of any beneficial interest between
the Rule 144A Global Note and the Regulation S Global Note in accordance with
the standing procedures and instructions between the Depositary and the Note
Custodian and the transfer restrictions set forth herein, the aggregate
principal amount of each of the Rule 144A Global Note and the Regulation S
Global Note shall be appropriately increased or decreased, as the case may be,
and an endorsement shall be made on each of the Rule 144A Global Note and the
Regulation S Global Note by the Trustee or the Note Custodian, at the direction
of the Trustee, to reflect such reduction or increase.

                  (j)      General Provisions Relating to Transfers and
Exchanges.

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

                  (ii)     No service charge shall be made to a Holder for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 3.6 and 9.5).

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

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

                                      -29-

<PAGE>

                  (v)      The Company shall not be required:

                           (a)      to issue, to register the transfer of or to
                  exchange Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.2 and ending at the close of
                  business on the day of selection; or

                           (b)      to register the transfer of or to exchange
                  any Note so selected for redemption in whole or in part,
                  except the unredeemed portion of any Note being redeemed in
                  part; or

                           (c)      to register the transfer of or to exchange a
                  Note between a record date and the next succeeding interest
                  payment date.

                           (d)      Prior to due presentment of the registration
                  of a transfer of any Note, the Trustee, any Agent and the
                  Company may deem and treat the Person in whose name any Note
                  is registered as the absolute owner of such Note for the
                  purpose of all payments with respect to such Notes, and
                  neither the Trustee, any Agent nor the Company shall be
                  affected by notice to the contrary.

                  (vi)     The Trustee shall authenticate Certificated Notes and
         Global Notes in accordance with the provisions of Section 2.2.

Section 2.7.      Replacement Notes.

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

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

Section 2.8.      Outstanding Notes.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee or the Note Custodian in accordance with the provisions of this
Indenture and those described in this Section as not outstanding. Except as set
forth in Section 2.9, a Note does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.7, it shall cease
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser for value.

                  If the principal amount of any Note is considered paid under
Section 4.1, it ceases to be outstanding and interest on it ceases to accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                                      -30-

<PAGE>

Section 2.9.      Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes as to which a Responsible Officer of the Trustee has
first-hand knowledge based on information received from the Company that such
Notes are so owned shall be so disregarded. The Company agrees to notify the
Trustee of the existence of any such treasury Notes or Notes owned by the
Company, any Guarantor or an Affiliate thereof.

Section 2.10.     Temporary Notes.

                  Until Certificated Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Certificated Notes, but may have such
variations as the Company considers appropriate for temporary Notes and as shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Certificated Notes in exchange
for temporary Notes.

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

Section 2.11.     Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy all
canceled Notes in accordance with the Trustee's usual procedures. The Trustee
shall maintain a record of the destruction of all canceled Notes. Certification
of the destruction of all cancelled Notes shall be delivered to the Company. The
Company may not issue new Notes to replace Notes that have been paid or that
have been delivered to the Trustee for cancellation.

Section 2.12.     Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
the Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1. The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

Section 2.13.     Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12, the Company, the Trustee, any Paying
Agent, any co-registrar and any Registrar may deem and treat the person in whose
name any Note shall be registered upon the register of Notes kept by the
Registrar as the absolute owner of such Note (whether or not such Note shall be
overdue and notwithstanding any notation of the ownership or other writing
thereon made by anyone other than the Company, any co-registrar or any
Registrar) for the purpose of receiving

                                      -31-

<PAGE>

all payments with respect to such Note and for all other purposes, and none of
the Company, the Trustee, any Paying Agent, any co-registrar or any Registrar
shall be affected by any notice to the contrary.

Section 2.14.     CUSIP Numbers.

                  The Company in issuing the Notes may use a "CUSIP" number (and
shall provide notice to the Trustee of any change in the CUSIP number of any
series of the Notes), and if so, the Trustee shall use the CUSIP number in
notices of redemption or exchange as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.

Section 2.15.     Designation.

                  The Indebtedness evidenced by the Notes and the Guarantees is
hereby irrevocably designated as "senior indebtedness" or such other term
denoting seniority for the purposes of any future Indebtedness of the Company or
a Guarantor which the Company or a Guarantor makes subordinate to any senior
indebtedness or such other term denoting seniority.

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the
provisions of Section 3.7 or 3.8, it shall furnish to the Trustee, at least 30
days but not more than 60 days before the Redemption Date, an Officers'
Certificate setting forth the Section of this Indenture pursuant to which the
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price.

                  If the Company is required to offer to repurchase Notes
pursuant to the provisions of Section 4.10 or 4.14, it shall notify the Trustee
in writing, at least 30 days but not more than 60 days before the Purchase Date,
of the Section of this Indenture pursuant to which the repurchase shall occur,
the Purchase Date, the principal amount of Notes required to be repurchased and
the Purchase Price and shall furnish to the Trustee an Officers' Certificate to
the effect that (a) the Company is required to make or has made a Net Proceeds
Offer or a Change of Control Offer, as the case may be, and (b) the conditions
set forth in Section 4.10 or 4.14, as the case may be, have been satisfied.

                  If the Registrar is not the Trustee, the Company shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

Section 3.2.      Selection of Notes.

                  Except as set forth below, if less than all of the Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed; or, if the Notes are
not then listed on a national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate. In the event
of partial redemption by lot, the particular Notes or portions thereof to be
redeemed shall be selected, unless otherwise provided herein, not less than 25
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

                                      -32-

<PAGE>

                  If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10(f), the Trustee shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.10. In
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last
Business Day prior to the Purchase Date. If less than all of the Notes tendered
are to be repurchased pursuant to the provisions of Section 3.8 hereof, the
Trustee shall select the Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures), unless such method is
otherwise prohibited.

                  The Trustee shall promptly notify the Company in writing of
the Notes or portions thereof selected for redemption or repurchase and, in the
case of any Note selected for partial redemption or repurchase, the principal
amount thereof to be redeemed or repurchased. Notes and portions thereof
selected shall be in amounts of $1,000 or integral 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. No Notes of a principal amount of $1,000 or less shall be redeemed in
part.

Section 3.3.      Notice of Optional or Special Redemption.

                  In the event Notes are to be redeemed pursuant to Section 3.7
or 3.8, at least 30 days but not more than 60 days before the Redemption Date,
the Company shall mail a notice of redemption to each Holder whose Notes are to
be redeemed in whole or in part, with a copy to the Trustee.

                  The notice shall identify the Notes or portions thereof to be
redeemed (including, if applicable, the CUSIP number(s) thereof) and shall
state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

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

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

                  (e)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price, Additional
         Interest, if any, and, unless the Redemption Date is after a record
         date and on or before the succeeding interest payment date, accrued
         interest thereon to the Redemption Date;

                  (f)      that, unless the Company defaults in making the
         redemption payment, interest and any Additional Interest on Notes
         called for redemption will cease to accrue on and after the Redemption
         Date, and the only remaining right of the Holders of such Notes is to
         receive payment of the Redemption Price, any Additional Interest and,
         unless the Redemption Date is after a record date and on or before the
         succeeding interest payment date, accrued interest thereon to the
         Redemption Date upon surrender to the Paying Agent of the Notes
         redeemed;

                  (g)      if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portions thereof) to be
         redeemed, as well as the aggregate principal amount of the Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption; and

                  (h)      the paragraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed.

                                      -33-

<PAGE>

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.4.      Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

Section 3.5.      Deposit of Redemption Price or Purchase Price.

                  On or before 10:00 a.m., New York City time on each Redemption
Date or Purchase Date, the Company shall irrevocably deposit with the Trustee or
with the Paying Agent money sufficient to pay the aggregate amount due on all
Notes to be redeemed or repurchased on that date, including without limitation
any accrued and unpaid interest, if any, to the Redemption Date or Repurchase
Date. The Company, the Trustee or the Paying Agent shall promptly return to the
Company any money not required for that purpose.

                  Unless the Company defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed or repurchased will
cease to accrue on the applicable Redemption Date or Purchase Date, whether or
not such Notes are presented for payment. If any Note called for redemption
shall not be so paid upon surrender because of the failure of the Company to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, from the applicable Redemption Date or Purchase Date until such
principal is paid, and on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.1.

Section 3.6.      Notes Redeemed or Repurchased in Part.

                  Upon surrender of a Note that is redeemed or repurchased in
part, the Company shall issue and the Trustee shall authenticate for the Holder
without service charge to the Holder a new Note equal in principal amount to
portion of the Note surrendered that is not to be redeemed or repurchased.

Section 3.7.      Optional Redemption.

                  The Company may redeem any or all of the Notes at any time on
or after June 15, 2008 at the Redemption Prices set forth in the Notes (an
"Optional Redemption"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6.

Section 3.8.      Special Redemption.

                  At any time, or from time to time, on or prior to June 15,
2006, the Company, at its option, may use the net cash proceeds of one or more
Equity Offerings to redeem up to 35% of the original principal amount of the
Notes (a "Special Redemption") at a Redemption Price of 110.375% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption, provided, however, that at least 65% of the original
principal amount of the Notes issued will remain outstanding immediately after
each such Special Redemption; and provided, further, the Company shall make such
Special Redemption not later than 60 days after the date of the consummation of
any such Equity Offering. Any redemption pursuant to this Section 3.8 shall be
made pursuant to the provisions of Sections 3.1 through 3.6.

                                      -34-

<PAGE>

Section 3.9.      Repurchase upon Change of Control Offer.

                  In the event that, pursuant to Section 4.14, the Company shall
be required to commence a Change of Control Offer, it shall follow the
procedures specified below.

                  The Change of Control Offer shall remain open for a period
from the date of the mailing of the notice of the Change of Control Offer
described in the next paragraph until a date determined by the Company which is
at least 30 but no more than 60 days from the date of mailing of such notice and
no longer, except to the extent that a longer period is required by applicable
law (the "Change of Control Offer Period"). On the Purchase Date, which shall be
no later than the last day of the Change of Control Offer Period, the Company
shall purchase the principal amount of Notes properly tendered in response to
the Change of Control Offer. Payment for any Notes so purchased shall be made in
the same manner as interest payments are made.

                  Within 30 days following any Change of Control, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control Offer shall be made to all Holders. The notice, which shall
govern the terms of the Change of Control Offer, shall state:

                  (a)      the transaction or transactions that constitute the
Change of Control, providing information, to the extent publicly available,
regarding the Person or Persons acquiring control, and stating that the Change
of Control Offer is being made pursuant to this Section 3.9 and Section 4.14 and
that, to the extent lawful, all Notes tendered will be accepted for payment;

                  (b)      the Purchase Price, the last day of the Change of
Control Offer Period, and the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
accepted for repurchase will continue to accrue interest and Additional
Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
the amount due on the Purchase Date, all Notes or portions thereof accepted for
repurchase pursuant to the Change of Control Offer shall cease to accrue
interest and Additional Interest, if any, after the Purchase Date;

                  (e)      that Holders electing to have any Notes purchased
pursuant to the Change of Control Offer will be required to tender the Notes,
with the form entitled Option of Holder To Elect Purchase on the reverse of the
Notes 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 not later than the third Business Day preceding the
Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
election if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Change of Control Offer Period, a
telegram, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of Notes delivered for repurchase, and a statement that
such Holder is withdrawing his election to have the Notes redeemed in whole or
in part; and

                  (g)      that Holders whose Notes are being repurchased only
in part will be issued new Notes equal in principal amount to the portion of the
Notes tendered (or transferred by book-entry transfer) that is not to be
repurchased, which portion must be equal to $1,000 in principal amount or an
integral multiple thereof).

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Purchase Price, together with accrued and unpaid
interest, if any, thereon to the Purchase

                                      -35-

<PAGE>

Date in respect of all Notes or portions thereof so tendered and accepted for
repurchase and (iii) 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 thereof being repurchased by the Company.
The Paying Agent shall promptly (but in any case not later than five days after
the Purchase Date) mail to each Holder of Notes so repurchased the amount due in
connection with such Notes, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company in the form of an Officers'
Certificate shall authenticate and mail or deliver (or cause to transfer by book
entry) to each relevant Holder a new Note, in a principal amount equal to any
unpurchased portion of the Notes surrendered to the Holder thereof; provided
that each such new Note shall be in a principal amount of $l,000 or an integral
multiple thereof.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, accrued and unpaid interest,
if any, in each case to the Purchase Date, 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 pursuant to the Change of
Control Offer.

Section 3.10.     Repurchase upon Application of Net Proceeds.

                  In the event that, pursuant to Section 4.10, the Company shall
be required to commence a Net Proceeds Offer, it shall follow the procedures
specified below.

                  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer. The Net Proceeds Offer shall be made to all Holders. Each Net Proceeds
Offer will be mailed to the record Holders as shown on the register of Holders
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Indenture. Upon
receiving notice of the Net Proceeds Offer, Holders may elect to tender their
Notes in whole or in part in integral multiples of $1,000 in exchange for cash.
A Net Proceeds Offer shall remain open for a period of 20 business days or such
longer period as may be required by law. The notice, which shall govern the
terms of the Net Proceeds Offer, shall state:

                  (a)      that the Net Proceeds Offer is being made pursuant to
         this Section 3.10 and Section 4.10;

                  (b)      the Net Proceeds Offer Amount, the Purchase Price and
         the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
         accepted for repurchase shall continue to accrue interest and
         Additional Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
         the amount due on the Purchase Date, all Notes or portions thereof
         accepted for repurchase pursuant to the Net Proceeds Offer shall cease
         to accrue interest and Additional Interest, if any, after the Purchase
         Date;

                  (e)      that Holders electing to have any Notes repurchased
         pursuant to any Net Proceeds Offer shall be required to tender the
         Notes, with the form entitled Option of Holder To Elect Purchase on the
         reverse of the Notes 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 prior to the close of
         business on the third Business Day preceding the Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the Purchase Date, a telegram,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes delivered for repurchase and a
         statement that such Holder is withdrawing his election to have such
         Notes repurchased in whole or in part; and

                                      -36-

<PAGE>

                  (g)      that, to the extent Holders properly tender Notes in
         an amount exceeding the Net Proceeds Offer Amount, the tendered Notes
         will be purchased pro rata based on the aggregate amounts of Notes
         tendered (and the Trustee shall select the tendered Notes of tendering
         Holders pro rata based on the amount of Notes tendered).

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment, pro rata in accordance with this
Indenture to the extent necessary, the Net Proceeds Offer Amount of Notes or
portions thereof properly tendered pursuant to the Net Proceeds Offer, or if
less than the Net Proceeds Offer Amount has been tendered, all Notes properly
tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase
Price, plus accrued and unpaid interest, if any, thereon to the Purchase Date in
respect of all Notes or portions thereof so tendered and accepted for repurchase
and (iii) 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 thereof being repurchased by the Company. The Paying Agent
shall promptly (but in any case not later than five days after the Purchase
Date) mail to each Holder of Notes so repurchased the amount due in connection
with such Notes, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company in the form of an Officers'
Certificate shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount equal to any unpurchased portion to the Holder thereof;
provided that each such new Note shall be in a principal amount of $1,000 or an
integral multiple thereof.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, accrued and unpaid interest,
if any, in each case to the Purchase Date, 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 pursuant to the Net Proceeds
Offer.

Section 3.11.     Special Mandatory Redemption; Notices to Trustee and
                  Securities Intermediary.

                  If the Assumption has not occurred on or before a Redemption
Triggering Event, the Company shall promptly notify the Trustee thereof and
deliver to the Trustee an Officers' Certificate stating that the Special
Mandatory Redemption will comply with the conditions contained in paragraph 7 of
the Notes and setting forth the Special Mandatory Redemption Price applicable to
such Special Mandatory Redemption. Simultaneously with the giving of such notice
by the Company to the Trustee, the Company shall notify the Initial Escrow Agent
thereof pursuant to Section 1(d) of the Initial Escrow Agreement.

Section 3.12.     Notice of Special Mandatory Redemption to Holders.

                  Upon the occurrence of the Redemption Triggering Event, notice
of the Special Mandatory Redemption will be promptly mailed by first class mail
by the Company to each Holder, to the Trustee and the Initial Escrow Agent.

                  The notice shall state that all the Notes will be redeemed
(including the CUSIP numbers thereof) and shall state:

                  (1)      the Special Mandatory Redemption Date;

                  (2)      the Special Mandatory Redemption Price;

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

                  (4)      that Notes must be surrendered to the Paying Agent to
         collect the Special Mandatory Redemption Price;

                                      -37-

<PAGE>

                  (5)      that unless the Company defaults in making the
         redemption payment, interest on the Notes ceases to accrue on and after
         the Special Mandatory Redemption Date; and

                  (6)      that paragraph 7 of the Notes is the provision
         pursuant to which the Notes are being redeemed.

Section 3.13.     Effect of Notice of Special Mandatory Redemption.

                  Once the notice of redemption described in Section 3.12 is
mailed, the Notes will become due and payable on the Special Mandatory
Redemption Date at the Special Mandatory Redemption Price. Upon surrender to the
Paying Agent, the Notes shall be paid at the Special Mandatory Redemption Price;
provided that if the Special Mandatory Redemption Date is a Legal Holiday,
payment shall be made on the next succeeding Business Day and no interest shall
accrue for the period from such Special Mandatory Redemption Date to such
succeeding Business Day.

Section 3.14.     Deposit of Special Mandatory Redemption Price.

                  On or prior to 10:00 A.M., New York City time, on the Special
Mandatory Redemption Date, the Company shall direct the Initial Escrow Agent in
writing, pursuant to Section 2(a) of the Initial Escrow Agreement, to deposit
with the Paying Agent the applicable Special Mandatory Redemption Price.

                  On and after the Special Mandatory Redemption Date, if money
sufficient to pay the applicable Special Mandatory Redemption Price shall have
been made available in accordance with the immediately preceding paragraph, the
Notes will cease to accrue interest and the only right of the Holders of the
Notes will be to receive payment of the Special Mandatory Redemption Price. If
any Note surrendered for redemption shall not be so paid, interest will be paid,
from the Special Mandatory Redemption Date until such redemption payment is
made, on the unpaid principal of the Notes and any interest not paid on such
unpaid principal, in each case at the rate and in the manner provided in the
Notes.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.      Payment of Principal and Interest.

                  The Company shall pay or cause to be paid the principal of,
interest on and, if applicable, the Redemption Price and Purchase Price of, the
Notes on the dates, in the amounts and in the manner provided herein and in the
Notes. Principal, Redemption Price, Purchase Price and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company,
holds as of 12:00 noon Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
the aggregate amount then due. The Company shall pay all Additional Interest, if
any, on the dates, in the amounts and in the manner set forth in the
Registration Rights Agreement.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal,
Redemption Price and Purchase Price at the rate specified in the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

                                      -38-

<PAGE>

Section 4.2.      Maintenance of Office or Agency.

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

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.3. The Trustee may resign such agency at any time by giving written
notice to the Company no later than 30 days prior to the effective date of such
resignation.

Section 4.3.      Reports.

                  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish on
behalf of the Holders of the Notes to the Trustee:

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the Commission on
         Forms 10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" that describes the financial
         condition and results of operations of the Company and its consolidated
         Subsidiaries (showing in reasonable detail, either on the face of the
         financial statements or in the footnotes thereto and in Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations, the financial condition and results of operations of the
         Company and its Restricted Subsidiaries separate from the financial
         condition and results of operations of the Unrestricted Subsidiaries of
         the Company, if any) and, with respect to the annual information only,
         a report thereon by the Company's certified independent accountants;
         and

                  (2)      all current reports that would be required to be
         filed with the Commission on Form 8-K if the Company were required to
         file such reports,

in each case within the time periods specified in the Commission's rules and
regulations. The Company shall at all times comply with TIA Section 314(a).

                  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).

                  In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, the
Company shall file a copy of all such information and reports with the
Commission for public availability within the time periods specified in the
Commission's rules and regulations (unless the Commission will not accept such a
filing) and make such information available to securities analysts and

                                      -39-

<PAGE>

prospective investors upon request. In addition, the Company has agreed that,
for so long as any Notes remain outstanding, it shall furnish to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.4.      Compliance Certificate.

                  The Company and each Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers' Certificate
further stating that a review of the activities of the Company and its
Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture in all material respects, and further stating, as to the Officer
signing such certificate, that to the best of his or her knowledge based upon
such review the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture in all material respects and is not
in Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default) of which he or she
may have knowledge.

                  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, promptly upon any Officer of the Company
becoming aware of any Default or Event of Default an Officers' Certificate
specifying such Default or Event of Default.

                  The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of the original
issue discount (including daily rates and accrual periods) accrued on
outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

Section 4.5.      Taxes.

                  The Company shall pay or discharge, and shall cause each of
its Restricted Subsidiaries to pay or discharge, prior to delinquency, all
material taxes, assessments, and governmental levies except such as are
contested in good faith by appropriate proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders of the
Notes.

Section 4.6.      Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants shall it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though such law has not been enacted.

Section 4.7.      Limitation on Restricted Payments.

                  (a)      The Company shall not, and shall not cause or permit
any of its Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock (other than to the
         Company or a Restricted Subsidiary);

                                      -40-

<PAGE>

                  (2)      purchase, redeem or otherwise acquire or retire for
         value any Capital Stock of the Company or any warrants, rights or
         options to purchase or acquire shares of any class of such Capital
         Stock (other than any Indebtedness convertible into Capital Stock of
         the Company); or

                  (3)      make any Investment (other than Permitted
         Investments) or make any payment (of principal, interest or otherwise)
         in cash or otherwise with respect to any Permitted Indebtedness of the
         type described in clause (15) of the definition thereof;

         (each of the foregoing actions set forth in clauses (1), (2) and (3)
         being referred to as a "Restricted Payment"), if at the time of such
         Restricted Payment or immediately after giving effect thereto and to
         the incurrence of any Indebtedness incurred to finance such Restricted
         Payment,

                           (i)      a Default or an Event of Default shall have
                  occurred and be continuing; or

                           (ii)     (x) the Ratio Test is not met; or (y) the
                  ratio of policyholders' surplus to ACL RBC for each of U.S.
                  Fire and North River for the last reported fiscal quarter is
                  less than 2.5x or (z) the ratio of combined policyholders'
                  surplus of all of the Insurance Subsidiaries of the Company to
                  consolidated long-term Indebtedness of the Company is less
                  than 2.0 to 1.0; or

                           (iii)    the aggregate amount of Restricted Payments
                  (including such proposed Restricted Payment) made subsequent
                  to the Issue Date (the amount expended for such purposes, if
                  other than in cash, being the fair market value of such
                  property as determined in good faith by the Board of Directors
                  of the Company) shall exceed the sum of:

                                    (w)      the Applicable Percentage (which
                           shall be 50% or 75% depending on satisfaction of the
                           condition set forth in such definition) of the
                           cumulative Consolidated Net Income (or if cumulative
                           Consolidated Net Income shall be a loss, minus 100%
                           of such loss) of the Company earned subsequent to
                           March 31, 2003 and on or prior to the date the
                           Restricted Payment occurs (the "Reference Date")
                           (treating such period as a single accounting period);
                           plus

                                    (x)      100% of the aggregate net cash
                           proceeds received by the Company from any Person
                           (other than a Subsidiary of the Company) from the
                           issuance and sale subsequent to March 31, 2003 and on
                           or prior to the Reference Date of Qualified Capital
                           Stock of the Company or warrants, options or other
                           rights to acquire Qualified Capital Stock of the
                           Company (but excluding any debt security that is
                           convertible into, or exchangeable for, Qualified
                           Capital Stock); plus

                                    (y)      without duplication of any amounts
                           included in clause (x) above, 100% of the aggregate
                           net cash proceeds of any equity contribution received
                           by the Company from a holder of the Company's Capital
                           Stock (excluding, in the case of clauses (iii)(x) and
                           (y), any net cash proceeds from an Equity Offering to
                           the extent used to redeem the Notes in compliance
                           with the provisions set forth in Section 3.8); plus

                                    (z)      100% of the proceeds of any
                           Indebtedness of the Company or any Restricted
                           Subsidiary incurred after the Issue Date that has
                           been converted into or exchanged for Qualified
                           Capital Stock of the Company; plus

                                    (aa)     without duplication, the sum of:

                                             (1)      the aggregate amount
                                    returned in cash to the Company on or with
                                    respect to Investments (other than Permitted
                                    Investments) made subsequent

                                      -41-

<PAGE>

                                    to the Issue Date whether through interest
                                    payments, principal payments, dividends or
                                    other distributions or payments;

                                             (2)      the net cash proceeds
                                    received by the Company from the disposition
                                    of all or any portion of such Investments
                                    (other than to a Subsidiary of the Company);
                                    and

                                             (3)      upon redesignation of an
                                    Unrestricted Subsidiary as a Restricted
                                    Subsidiary, the fair market value of such
                                    Subsidiary;

         provided, however, that the sum of clauses (1), (2) and (3) above shall
         not exceed the aggregate amount of all such Investments made subsequent
         to the Issue Date.

                  (b)      Notwithstanding the foregoing, the provisions set
forth in paragraph (a) do not prohibit (provided that with respect to clause
(2), (3), (8), (9) or (10) no Default or Event of Default shall have occurred
and be continuing):

                  (1)      the payment of any dividend within 60 days after the
         date of declaration of such dividend if the dividend would have been
         permitted on the date of declaration;

                  (2)      the redemption, repurchase or retirement or other
         acquisition of any shares of Capital Stock of the Company or any
         Restricted Subsidiary, either (i) solely in exchange for shares of
         Qualified Capital Stock of the Company or (ii) through the application
         of net proceeds of a substantially concurrent sale for cash (other than
         to a Subsidiary of the Company) of shares of Qualified Capital Stock of
         the Company;

                  (3)      at any time following an initial public offering of
         Capital Stock of the Company, repurchases of Capital Stock of the
         Company or any Restricted Subsidiary from officers, directors and
         employees of the Company or any of its Subsidiaries who are not
         affiliated with Fairfax other than by virtue of such employment by or
         directorship of the Company or such Subsidiary or their authorized
         representatives upon the death, disability or termination of employment
         of such employees or termination of their seat on the board of the
         Company or any Restricted Subsidiary in an aggregate amount not to
         exceed $3.5 million in any calendar year;

                  (4)      following the Assumption, (a) payment of a dividend
         or distribution to Fairfax, or (b) Investments in cash, direct
         obligations of the United States of America, or marketable outstanding
         debt securities of Fairfax Financial Holdings Limited, in each case in
         an aggregate amount equal to the excess of (I) the sum of (x) the
         proceeds of the Notes (less underwriting discounts and commissions),
         (y) any additional amount funded by Fairfax into the Initial Escrow
         Account and (z) interest on and other proceeds of investment of the
         Initial Escrow Assets over (II) the Interest Escrow Amount;

                  (5)      the deemed repurchase of Capital Stock of the Company
         or any Restricted Subsidiary upon the exercise of stock options;

                  (6)      pro rata dividends or other distributions made by a
         Restricted Subsidiary to minority holders of equity interests in such
         Restricted Subsidiary;

                  (7)      payments to Fairfax for the payment of taxes pursuant
         to the Tax Allocation Agreement as such agreement is in effect on the
         Issue Date (or any replacement thereof having terms no more onerous to
         the Company, taken as a whole);

                                      -42-

<PAGE>

                  (8)      payments of dividends on, and the repurchase,
         redemption, retirement or acquisition at the scheduled maturity,
         scheduled repayment or scheduled sinking fund date, of Disqualified
         Capital Stock the incurrence of which was permitted by this Indenture;

                  (9)      (a) at any time following December 15, 2004, payment
         from time to time (but no more often than once per fiscal quarter) of a
         dividend or distribution to Fairfax in an amount equal to the amount
         remaining in the Interest Escrow Account in excess of the amount
         necessary to make two interest payments on the Notes then outstanding,
         and (b) following the termination of the Interest Escrow Account in
         accordance with the terms of the Interest Escrow Agreement, payment of
         a dividend or distribution to Fairfax in an amount equal to the sum of
         (i) the aggregate amount of any outstanding loans made by Fairfax to
         the Company pursuant to the Fairfax Note used to fund the Interest
         Escrow Account, to the extent not already distributed pursuant to
         clause (a) hereof or otherwise, and (ii) interest on and other proceeds
         of investment of the Interest Escrow Assets; and

                  (10)     other Restricted Payments in an aggregate amount not
         to exceed $10.0 million since the Issue Date.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of paragraph
(a) of this Section 4.7, amounts expended pursuant to clauses (1), (2)(ii) and
(10) shall be included in such calculation. No Restricted Payment under any
provision of this Section 4.7 may be made under any circumstance to Fairfax or
any Affiliate of Fairfax other than in cash.

Section 4.8.      Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries.

                  The Company shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any such Restricted Subsidiary to:

                  (1)      pay dividends or make any other distributions on or
         in respect of its Capital Stock;

                  (2)      make loans or advances to the Company or any
         Restricted Subsidiary or to pay any Indebtedness or other obligation
         owed to the Company or any other Restricted Subsidiary; or

                  (3)      transfer any of its property or assets to the Company
         or any other Restricted Subsidiary,

except in each case for such encumbrances or restrictions existing under or by
reason of:

                  (A)      applicable law, rule or regulation (or, with respect
         to any Insurance Subsidiary, as required by the applicable regulatory
         authority);

                  (B)      this Indenture, the Notes and the Guarantees, if any;

                  (C)      customary non-assignment provisions of any contract
         or any lease governing a leasehold interest of any Restricted
         Subsidiary;

                  (D)      any instrument governing Acquired Indebtedness, which
         encumbrance or restriction was not put in place in connection with or
         in contemplation of such acquisition and is not applicable to any
         Person, or the properties or assets of any Person other than the Person
         or the properties or assets of the Person so acquired;

                  (E)      agreements existing on the Issue Date to the extent
         and in the manner such agreements are in effect on the Issue Date;

                                      -43-

<PAGE>

                  (F)      restrictions on the transfer of assets subject to any
         Lien permitted under this Indenture imposed by the holder of such Lien;

                  (G)      restrictions imposed by any agreement to sell assets
         or Capital Stock permitted under this Indenture to any Person pending
         the closing of such sale;

                  (H)      customary provisions in joint venture agreements and
         other similar agreements (in each case relating solely to the
         respective joint venture or similar entity or the equity interests
         therein) entered into in the ordinary course of business;

                  (I)      any other indenture governing debt securities of the
         Company that are no more restrictive in the aggregate than those
         contained in this Indenture; and

                  (J)      restrictions on cash or other deposits or on net
         worth imposed under reinsurance or insurance contracts (other than with
         Affiliates of the Company) entered into in the ordinary course of the
         Company's underwriting (and not investing) business;

                  (K)      agreements governing Purchase Money Indebtedness or
         Capitalized Lease Obligations so long as such encumbrances or
         restrictions apply solely to the related assets; and

                  (L)      any agreement or instrument replacing any agreement
         or instrument described in clause (D) or (E) above; provided, however,
         that the provisions relating to such encumbrance or restriction
         contained in any such agreement or instrument are no less favorable to
         the Company in any material respect as determined by the Board of
         Directors of the Company in their reasonable and good faith judgment
         than the provisions relating to such encumbrance or restriction
         contained in the agreement or instrument referred to in such clause (D)
         or (E).

Section 4.9.      Limitation on Incurrence of Additional Indebtedness.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness).

                  (b)      The Company shall not, and shall not permit any
Guarantor to, directly or indirectly, incur any Indebtedness which by its terms
(or by the terms of any agreement governing such Indebtedness) is expressly
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor, as the case may be, unless such Indebtedness is also by its
terms (or by the terms of any agreement governing such Indebtedness) made
expressly subordinate to the Notes or the applicable Guarantee, as the case may
be, to the same extent and in the same manner as such Indebtedness is
subordinated to other Indebtedness of the Company or such Guarantor, as the case
may be.

Section 4.10.     Limitation on Asset Sales.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (1)      the Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the fair market value of the assets sold or
         otherwise disposed of (as determined in good faith by the Company's
         Board of Directors);

                                      -44-

<PAGE>

                  (2)      at least 75% of the consideration received by the
         Company or the Restricted Subsidiary, as the case may be, from such
         Asset Sale is in the form of cash or Cash Equivalents and is received
         at the time of such disposition; and

                  (3)      upon the consummation of an Asset Sale, the Company
         shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds relating to such Asset Sale (other than an Asset Sale
         consisting of (i) 10% or more of the Capital Stock of U.S. Fire or
         North River or (ii) assets of U.S. Fire or North River constituting
         more than 10% of the assets of U.S. Fire or North River, respectively,
         or (iii) assets of U.S. Fire or North River generating more than 10% of
         the consolidated gross premiums written of the Company for the most
         recently reported four fiscal quarters (any such sale, an "Excluded
         Sale")), within 180 days of receipt thereof to make an investment in an
         Insurance Subsidiary (whether then owned or then acquired).

                  (b)      For purposes of clause (2) above, (A) the amount of
any Indebtedness of the Company or any Restricted Subsidiary actually assumed by
the transferee in such Asset Sale and from which the Company and the Restricted
Subsidiaries are fully and unconditionally released shall be deemed to be cash,
and (B) the amount of any notes, securities or similar obligations received by
the Company or any Restricted Subsidiary from such transferee that are
immediately converted, sold or exchanged by the Company or the Restricted
Subsidiaries into cash or Cash Equivalents shall be deemed to be cash.

                  (c)      On the 181st day after any Asset Sale (or such
earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clause (3) of Section 4.10(a) or on the date of
consummation of an Excluded Sale) such date, a "Net Proceeds Offer Trigger
Date"), the aggregate amount of such Net Cash Proceeds (that have not been
applied as set forth in clause (3) of Section 4.10(a) on or before such Net
Proceeds Offer Trigger Date in the case of any Asset Sale other than an Excluded
Sale) (each, a "Net Proceeds Offer Amount") shall be applied by the Company or
such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer")
on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than
45 days following the applicable Net Proceeds Offer Trigger Date, from all
Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds
Offer Amount at a price equal to 100% of the principal amount of the Notes to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that if at any time any non-cash consideration
received by the Company or any Restricted Subsidiary of the Company, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with Section 4.10.

                  (d)      The Company may defer the Net Proceeds Offer until
there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess
of $10.0 million resulting from one or more Asset Sales (at which time, the
entire unutilized Net Proceeds Offer Amount, and not just the amount in excess
of $10.0 million, shall be applied as required pursuant to this covenant). If
the Net Proceeds Offer Amount exceeds the amount paid upon consummation of the
Net Proceeds Offer, the Company may use any such excess amount for any purpose
not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds
Offer, the unutilized Net Proceeds Offer Amount shall be reset to zero.

                  (e)      In the event of the transfer of substantially all
(but not all) of the property and assets of the Company and its Restricted
Subsidiaries as an entirety to a Person in a transaction permitted under Section
5.1, which transaction does not constitute a Change of Control, the successor
corporation shall be deemed to have sold the properties and assets of the
Company and its Restricted Subsidiaries not so transferred for purposes of this
Section, and shall comply with the provisions of this Section with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value
of such properties and assets of the Company or its Restricted Subsidiaries
deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this
Section.

                                      -45-

<PAGE>

                  (f)      Each Net Proceeds Offer will be mailed to the record
Holders as shown on the register of Holders within 25 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in this Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount,
Notes of tendering Holders will be purchased on a pro rata basis (based on
amounts tendered). A Net Proceeds Offer shall remain open for a period of 20
business days or such longer period as may be required by law.

                  (g)      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 the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under such provisions of this Indenture by virtue thereof.

Section 4.11.     Limitations on Transactions with Affiliates.

                  (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or suffer to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each, an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under Section 4.11(b) and (y) Affiliate Transactions on terms that are
on the whole no less favorable than those that might reasonably have been
obtained in a comparable transaction at such time on an arm's-length basis from
a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $5.0
million shall be approved by the Board of Directors (and, if any, by a majority
of the Independent Directors) of the Company or such Restricted Subsidiary, as
the case may be, such approval to be evidenced by a Board Resolution stating
that such Board of Directors has determined that such transaction complies with
the foregoing provisions. If the Company or any Restricted Subsidiary of the
Company enters into an Affiliate Transaction (or a series of related Affiliate
Transactions related to a common plan) that involves an aggregate fair market
value of more than $15.0 million, the Company or such Restricted Subsidiary, as
the case may be, shall, prior to the consummation thereof, obtain a favorable
opinion as to the fairness of such transaction or series of related transactions
to the Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor and file the same
with the Trustee; provided that, notwithstanding the foregoing, with respect to
any purchase or sale of Invested Assets for cash between (1) the Company or any
Restricted Subsidiary and (2) Fairfax or any Subsidiary thereof, the Company or
such Restricted Subsidiary, as the case may be, may, in lieu of providing a
board resolution or an opinion of an Independent Financial Advisor, file with
the Trustee prior to the consummation of the transaction, a written confirmation
from an Independent Financial Advisor that the agreed-upon price in such
transaction is at least (in the case of a sale by the Company or a Restricted
Subsidiary), or no more than (in the case of a purchase by the Company or a
Restricted Subsidiary), the fair market value of the Invested Assets.

                  (b)      The restrictions set forth in paragraph (a) of this
Section 4.11 shall not apply to:

                  (1)      reasonable fees, compensation benefits and incentives
         paid to, and indemnity provided on behalf of, officers, directors,
         employees or consultants of the Company or any Restricted Subsidiary of
         the Company as determined in good faith by the Company's Board of
         Directors or senior management;

                  (2)      transactions exclusively between or among the Company
         and any of its Wholly Owned Restricted Subsidiaries or exclusively
         between or among such Wholly Owned Restricted Subsidiaries, so long as
         such transactions are not otherwise prohibited by this Indenture;

                                      -46-

<PAGE>

                  (3)      any agreement as in effect as of the Issue Date or
         any amendment thereto or any transaction contemplated thereby
         (including pursuant to any amendment thereto) that is described in the
         Final Memorandum, or in any replacement agreement thereto so long as
         any such amendment or replacement agreement is not more disadvantageous
         to the Holders in any material respect than the original agreement;

                  (4)      Restricted Payments permitted by Section 4.7;

                  (5)      customary stockholders and registration rights
         agreements among the Company or any Restricted Subsidiary and the
         stockholders thereof; and

                  (6)      ordinary course insurance or reinsurance contracts or
         other agreements with respect to the provision of services (a)
         requiring approval of any governmental or regulatory insurance agency
         that are so approved by such agency (and on the terms so approved), or
         (b) requiring the passage of time to have occurred without disapproval
         of any governmental or regulatory insurance agency for which the
         required time has passed (and on the terms presented to such agency).

Section 4.12.     Limitation on Liens.

                  The Company shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted Liens) of any kind
securing any Indebtedness against or upon any property or assets of the Company
or any of its Restricted Subsidiaries whether owned on the Issue Date or
acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise
convey any right to receive income or profits therefrom, unless
contemporaneously therewith effective provision is made to secure the Notes and
all other amounts due under this Indenture equally and ratably (or on a senior
basis if such Indebtedness is subordinated Indebtedness) with such Indebtedness
with a Lien on the same properties and assets securing such Indebtedness for so
long as such Indebtedness is secured by such Lien.

Section 4.13.     Maintenance of Corporate Separateness.

                  The Company shall not, and shall not cause or permit any of
its Subsidiaries to, directly or indirectly, (a) take any action, or conduct its
affairs in any manner, which is likely to result in the corporate existence of
the Company or any other Restricted Subsidiary being ignored, or in the assets
and liabilities of the Company or any of its Restricted Subsidiaries being
substantively consolidated with those of any other Person other than the Company
or another Restricted Subsidiary, in a bankruptcy, reorganization or other
insolvency proceeding; or (b) fail to satisfy customary corporate formalities in
any material respect, including (i) the holding of necessary boards of
directors' and shareholders' meetings or consents, (ii) the maintenance of
separate corporate and accounting books and records from which required GAAP and
other financial statements can be prepared, (iii) the maintenance of separate
bank accounts in its own name and (iv) the maintenance of ownership of its
principal assets in its name (or the name of a trustee or nominee who is not
otherwise an Affiliate, including where necessary or required by applicable
insurance law, rule or regulation). The foregoing Section 4.13 shall not
restrict the sharing of bank accounts among Restricted Subsidiaries or shared
ownership of assets to the extent not otherwise prohibited by applicable law.

Section 4.14.     Offer To Repurchase upon Change of Control.

                  Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes (a
"Change of Control Offer") at a Purchase Price in cash equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest,
if any, thereon to the Purchase Date. The Change of Control Offer shall be made
in compliance with the applicable procedures set forth in Article III and shall
include all instructions and materials necessary to enable Holders to tender
their Notes.

                                      -47-
<PAGE>

                  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the time and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.14, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.14 by virtue hereof.

Section 4.15.     Payments for Consent.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.16.     Limitation on Preferred Stock of Restricted Subsidiaries and
                  Common Stock of Insurance Subsidiaries.

                  (a)      The Company shall not cause or permit, directly or
indirectly, any of its Restricted Subsidiaries to issue or sell or otherwise
dispose of any of their Preferred Stock (other than to the Company or to a
Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary.

                  (b)      The Company shall not cause or permit, directly or
indirectly, any of its Restricted Subsidiaries to issue or sell or otherwise
dispose of any Common Stock (other than to the Company or to a Wholly Owned
Restricted Subsidiary of the Company) (unless 100% of the Common Stock of such
Restricted Subsidiary is so sold) and, in any case, such issuance or sale
complies with Section 4.10.

Section 4.17.     Conduct of Business.

                  (a)      Prior to the date of the Assumption, the Company
shall not engage in any transactions other than in connection with the issuance
and sale of the Notes, the Assumption and entering into and complying with its
obligations under this Indenture, the Security Documents and the Escrow
Agreements.

                  (b)      From and after the date of the Assumption, the
Company shall not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, engage in any businesses which are not
the same, similar, ancillary or reasonably related to the businesses in which
Holdings and its Restricted Subsidiaries are engaged on the Issue Date.

Section 4.18.     Release of Funds from Escrow.

                  The Company agrees that (i) the terms of the Escrow Agreements
shall exclusively control the conditions under which and procedures pursuant to
which Escrow Funds, Initial Escrow Funds or Interest Escrow Funds (as defined in
the Escrow Agreements) can be released and (ii) it will not attempt to cause any
Escrow Funds, Initial Escrow Funds or Interest Escrow Funds (as defined in the
Escrow Agreements) to be released from escrow except in accordance with the
Escrow Agreements.

                                      -48-

<PAGE>

Section 4.19.     Limitation on Applicability of Certain Covenants if the Notes
                  Are Rated Investment Grade.

                  Notwithstanding any other provision of this Indenture, during
any period in which (a) the Notes are rated Investment Grade by both Rating
Agencies and (b) no Event of Default or Default shall have occurred and be
continuing, the provisions of Sections 4.7, 4.9, 4.10, 4.11 and clause (2) of
the first paragraph of Section 5.1 of this Indenture (collectively the
"Suspended Covenants") will not apply. Upon the suspension of the Suspended
Covenants, the amount of Net Cash Proceeds for purposes of Section 4.10 shall be
set at zero.

                  In the event that the Company and its Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of
the preceding paragraph and either Rating Agency subsequently withdraws its
rating or downgrades its rating of the notes below Investment Grade, or a
Default or Event of Default occurs and is continuing, then the Company and its
Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants, and compliance with the Suspended Covenants with respect to any
Restricted Payment that is cited by a Rating Agency as a material factor in any
such withdrawal or downgrade occurring within 90 days of the first public
announcement of such Restricted Payment and any Restricted Payments made after
the time of such withdrawal, downgrade, Default or Event of Default will be
calculated in accordance with the covenant described in Section 4.7 as though
such covenant had been in effect during the entire period of time from the Issue
Date. The results of actions taken by the Company and its Restricted
Subsidiaries during the period in which the notes are rated Investment Grade
shall remain in place after any date on which the notes are no longer rated
Investment Grade, without causing a Default or Event of Default.

Section 4.20.     Maintenance of Interest Escrow Account.

                  From and after December 15, 2004, the Company will maintain at
all times an amount in the Interest Escrow Account sufficient to make two
interest payments on the notes then outstanding. The foregoing requirement need
not be met from and after the first date on or after December 15, 2004 on which
the Ratio Test is met.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.

                  The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

                  (1)      either:

                           (a)      the Company shall be the surviving or
                  continuing corporation; or

                           (b)      the Person (if other than the Company)
                  formed by such consolidation or into which the Company is
                  merged or the Person which acquires by sale, assignment,
                  transfer, lease, conveyance or other disposition the
                  properties and assets of the Company and of the Company's
                  Restricted Subsidiaries substantially as an entirety (the
                  "Surviving Entity"):

                                    (x)      shall be a corporation organized
                           and validly existing under the laws of the United
                           States or any State thereof or the District of
                           Columbia; and

                                      -49-

<PAGE>

                                    (y)      shall expressly assume, by
                           supplemental indenture (in form and substance
                           satisfactory to the Trustee), executed and delivered
                           to the Trustee, the due and punctual payment of the
                           principal of, and premium, if any, and interest on
                           all of the notes and the performance of every
                           covenant of the notes, this Indenture and the
                           Registration Rights Agreement on the part of the
                           Company to be performed or observed;

                  (2)      immediately after giving effect to such transaction
         and the assumption contemplated by clause (1)(b)(y) above (including
         giving effect to any Indebtedness and Acquired Indebtedness incurred or
         anticipated to be incurred in connection with or in respect of such
         transaction), the Company or such Surviving Entity, as the case may be,
         shall meet the Ratio Test;

                  (3)      immediately before and immediately after giving
         effect to such transaction and the assumption contemplated by clause
         (1)(b)(y) above (including, without limitation, giving effect to any
         Indebtedness and Acquired Indebtedness incurred or anticipated to be
         incurred and any Lien granted in connection with or in respect of the
         transaction), no Default or Event of Default shall have occurred or be
         continuing; and

                  (4)      the Company or the Surviving Entity shall have
         delivered to the Trustee an officers' certificate and an opinion of
         counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease, conveyance or other disposition and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with the applicable provisions of
         this Indenture and that all conditions precedent in this Indenture
         relating to such transaction have been satisfied.

                  Notwithstanding clause (2) of the immediately preceding
paragraph, any Restricted Subsidiary may consolidate or combine with, merge into
or transfer all or part of its properties and assets to the Company or another
Wholly Owned Restricted Subsidiary.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company, 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.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with
Section 5.1 in which the Company is not the continuing corporation, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, the Notes and the Registration Rights Agreement with the
same effect as if the Surviving Entity had been named as such.

                  No Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10)
will, and the Company will not cause or permit any Guarantor to, consolidate
with or merge with or into any Person other than the Company or any other
Guarantor unless:

                  (1)      the entity formed by or surviving any such
         consolidation or merger (if other than the Guarantor) or to which such
         sale, lease, conveyance or other disposition shall have been made is a
         corporation or a partnership or a limited liability company, in each
         case, organized and existing under the laws of the United States or any
         State thereof or the District of Columbia;

                  (2)      such entity (if other than the Guarantor) assumes by
         supplemental indenture all of the obligations of the Guarantor under
         its Guarantee, this Indenture and the Registration Rights Agreement;

                                      -50-

<PAGE>

                  (3)      immediately after giving effect to such transaction,
         no Default or Event of Default shall have occurred and be continuing;
         and

                  (4)      immediately after giving effect to such transaction
         and the use of any net proceeds therefrom on a pro forma basis, the
         Company could satisfy the provisions of clause (2) of the first
         paragraph of this covenant.

                  Any merger or consolidation of a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor that
is a Wholly Owned Restricted Subsidiary of the Company need only comply with
clause (4) of the first paragraph of this Section 5.1.

Section 5.2.      Successor Corporation Substituted.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with
Section 5.1, the Surviving Entity formed by such consolidation or into which the
Company is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, the Notes and the Registration Rights
Agreement with the same effect as if the Surviving Entity had been named as
such.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

                  Each of the following constitutes an "Event of Default":

                  (a)      the failure to pay interest on any Note when the same
         becomes due and payable and the default continues for a period of 30
         days;

                  (b)      the failure to pay the principal (or premium if any)
         of any Note, when such principal becomes due and payable, at maturity,
         upon acceleration, upon redemption or otherwise (including the failure
         to make a payment to purchase Notes tendered pursuant to a Change of
         Control Offer or a Net Proceeds Offer);

                  (c)      a default in the observance or performance of any
         other covenant or agreement contained in this Indenture which default
         continues for a period of 60 days after the Company receives written
         notice specifying the default (and demanding that such default be
         remedied) from the Trustee or the Holders of at least 25% of the
         outstanding principal amount of the Notes (except in the case of a
         default with respect to (x) Section 5.1 or (y) the agreements made by
         the Company with respect to the Fairfax Note, which will constitute an
         Event of Default with such notice requirement but without such passage
         of time requirement);

                  (d)      the failure to pay at final maturity (giving effect
         to any applicable grace periods and any extensions thereof) the stated
         principal amount of any Indebtedness of the Company or any Restricted
         Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness if the aggregate principal amount of
         such Indebtedness, together with the principal amount of any other such
         Indebtedness in default for failure to pay principal at final stated
         maturity or which has been accelerated aggregates $15.0 million or more
         at any time;

                  (e)      one or more judgments in an aggregate amount in
         excess of $15.0 million shall have been rendered against the Company or
         any of its Restricted Subsidiaries and such judgments remain
         undischarged,

                                      -51-

<PAGE>

         unpaid or unstayed for a period of 60 days after such judgment or
         judgments become final and non-appealable;

                  (f)      the Company or any Significant Subsidiary of the
         Company:

                           (i)      commences a voluntary case under any
                  Bankruptcy Law,

                           (ii)     consents to the entry of an order for relief
                  against it in an involuntary case,

                           (iii)    consents to the appointment of a custodian
                  or receiver of it or for all or substantially all of its
                  property,

                           (iv)     makes a general assignment for the benefit
                  of its creditors, or

                           (v)      admits in writing its inability to pay its
                  debts as they become due; or

                  (g)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i)      is for relief in an involuntary case against
                  the Company or any Significant Subsidiary of the Company;

                           (ii)     appoints a custodian or receiver of the
                  Company or any Significant Subsidiary or for all or
                  substantially all of the property of any of the foregoing;

                           (iii)    orders the liquidation of the Company or any
                  of its Significant Subsidiaries;

                           (iv)     and the order or decree remains unstayed and
                  in effect for 60 consecutive days; or

                  (h)      any Guarantee of a Significant Subsidiary ceases to
         be in full force and effect or is declared to be null and void and
         unenforceable or is found to be invalid or any Guarantor that is a
         Significant Subsidiary denies its liability under its Guarantee (other
         than by reason of release of a Guarantor in accordance with the terms
         of this Indenture); or

                  (i)      the repudiation or disaffirmation by the Company or
         any Restricted Subsidiary of any Security Document, or the failure of
         any Security Document (or any security interest created thereby) to be
         in full force and effect, or default by the Company or any Restricted
         Subsidiary in the performance of any obligation under any Security
         Document which default materially adversely affects the enforceability,
         validity, perfection or priority of the Liens securing the Obligations.

Section 6.2.      Acceleration.

                  If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 with respect to the Company) shall
occur and be continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes by written notice to the Company (and the
Trustee, if such notice is given by such Holders) may declare the principal of
and accrued and unpaid interest on the Notes to be due and payable immediately,
which notice shall specify the respective Events of Default and that it is a
"Notice of Acceleration". Upon any such declaration, the entire principal amount
of, and accrued and unpaid interest, if any, on the Notes shall become
immediately due and payable.

                                      -52-

<PAGE>

                  Notwithstanding the foregoing, if an Event of Default
specified in clause (f) or (g) of Section 6.1 with respect to the Company occurs
and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

                  The Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Company and the
Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel an
acceleration and its consequences:

                  (1)      if the rescission would not conflict with any
         judgment or decree;

                  (2)      if all existing Events of Default have been cured or
         waived except nonpayment of principal or interest that has become due
         solely because of the acceleration;

                  (3)      to the extent the payment of such interest is lawful,
         if interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                  (4)      if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances; and

                  (5)      in the event of the cure or waiver of an Event of
         Default of the type described in clause (f) or (g) of the description
         above of Events of Default, the Trustee shall have received an
         officers' certificate and an opinion of counsel that such Event of
         Default has been cured or waived. No such rescission shall affect any
         subsequent Default or impair any right consequent thereto.

                  Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Notes because of an Event of
Default specified in Section 6.1(d) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Indebtedness
that is the subject of such Event of Default has been discharged or the Holders
thereof have rescinded their declaration of acceleration in respect of such
Indebtedness, and written notice of such discharge or rescission, as the case
may be, shall have been given to the Trustee by the Company and countersigned by
the holders of such Indebtedness or a trustee, fiduciary or agent for such
holders, within 20 days after such declaration of acceleration in respect of the
Notes, and no other Event of Default has occurred during such 20 day period
which has not been cured or waived during such period.

Section 6.3.      Other Remedies.

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

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

Section 6.4.      Waiver of Past Defaults.

                  The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under this Indenture, and
its consequences, except a default in the payment of the principal of or

                                      -53-

<PAGE>

interest on any Notes. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

Section 6.5.      Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and 7.1(e).

Section 6.6.      Limitation on Suits.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

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

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

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

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

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

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

Section 6.7.      Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the
respective due dates thereon (including in connection with an offer to
repurchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
written consent of such Holder.

Section 6.8.      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.l(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

                                      -54-

<PAGE>

Section 6.9.      Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents (including
accountants, experts or such other professionals as the Trustee deems necessary,
advisable or appropriate) and counsel and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.     Priorities.

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

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.7, including payment of all compensation, expense
         and liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

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

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

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

Section 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                      -55-

<PAGE>

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.      Duties of Trustee.

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

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

                  (i)      the duties of the Trustee shall be determined solely
         by the express provisions of this Indenture and the TIA 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 or the TIA against the Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, without investigation, as to the truth or the
         statements and the correctness of the opinions expressed therein, upon
         and statements, 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 on their face 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;

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                  (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, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 thereof, unless such
Holder shall have offered to the Trustee security and indemnity satisfactory to
it against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

                  (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 7.2.      Rights of Trustee.

                  (a)      The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

                                      -56-

<PAGE>

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

                  (c)      The Trustee may act through its attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate and shall not be responsible for the
misconduct or negligence of any attorney, accountant, expert or other such
professional appointed with due care.

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

                  (e)      Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficiently evidenced by a written order signed by two Officers of the Company.

                  (f)      The Trustee shall not be charged with knowledge of
any Default or Event of Default under Section 6.1 (other than under Section
6.1(a) (subject to the following sentence) or Section 6.1(b)) unless either (i)
a Responsible Officer shall have actual knowledge thereof, or (ii) the Trustee
shall have received notice thereof in accordance with Section 12.2 from the
Company or any Holder of the Notes. The Trustee shall not be charged with
knowledge of the Company's obligation to pay Additional Interest, or the
cessation of such obligation, unless the Trustee receives written notice thereof
from the Company or any Holder.

                  (g)      in no event shall the Trustee be responsible or
liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action;

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

                  (i)      the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

Section 7.3.      Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Company) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.4.      Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Company's use of the proceeds from the Notes
or any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it

                                      -57-

<PAGE>

shall not be responsible for any statement or recital herein or any statement in
the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.

Section 7.5.      Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default in
payment on any Note (including the failure to make a mandatory repurchase
pursuant hereto), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.6.      Reports by Trustee to Holders of the Notes.

                  Within 60 days after each May 15 beginning with May 15, 2004,
and for so long as Notes remain outstanding, the Trustee shall mail to the
Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b). The Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

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

Section 7.7.      Compensation, Reimbursement and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by or on
behalf of it in addition to the compensation for its services. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's attorneys, accountants, experts and such other professionals as the
Trustee deems necessary, advisable or appropriate.

                  The Company shall indemnify the Trustee against any and all
losses, liabilities, damages, claims or expenses, including taxes (other than
those based upon, measured by or determined by the income of the Trustee)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture (including its duties under
Section 9.6), including the costs and expenses of enforcing this Indenture or
any Guarantee against the Company or a Guarantor (including this Section 7.7)
and defending itself against or investigating any claim (whether asserted by the
Company, any Guarantor, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or willful misconduct. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend any claim or threatened claim
asserted against the Trustee, and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                                      -58-

<PAGE>

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust (including the
amounts held in escrow pursuant to the Escrow Agreements), to pay principal,
Redemption Price, Special Mandatory Redemption Price or Purchase Price of or
Additional Interest if any, or interest on, particular Notes. Such Lien shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

Section 7.8.      Replacement of Trustee.

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

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

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

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

                  (c)      a custodian, receiver or public officer takes charge
         of the Trustee or its property for the purpose of rehabilitation,
         conversation or liquidation; or

                  (d)      the Trustee becomes incapable of acting.

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

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction at the
expense of the Company, in the case of the Trustee, for the appointment of a
successor Trustee.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Company shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7. Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company's obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.

                                      -59-

<PAGE>

Section 7.9.      Successor Trustee by Merger, Etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10, the successor corporation
without any further act shall be the successor Trustee.

Section 7.10.     Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11.     Preferential Collection of Claims Against Company.

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

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option To Effect Legal Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a board resolution, at any time, elect to have either Section 8.2
or 8.3 be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

Section 8.2.      Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4, 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 8.5 and the other Sections of this Indenture referred to
in clauses (a) through (d) below, and to have satisfied all of 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 to receive solely from the
         trust fund described in Section 8.4 and as more fully set forth in such
         Section payments in respect of the principal of, premium, if any, and
         interest on the Notes when such payments are due;

                  (b)      the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payments;

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<PAGE>

                  (c)      the rights, powers, trust, duties and immunities of
         the Trustee; and

                  (d)      the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3.

Section 8.3.      Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.3, the Company and the Subsidiary Guarantors, if
any, shall, subject to the satisfaction of the conditions set forth in Section
8.4, be released from their respective obligations under the covenants contained
in Sections 3.9, 3.10, 4.3, 4.5, 4.7 through 4.17, inclusive, and Sections 5.1
and 10.1 with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document, and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.1,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.1 of the option applicable to this Section 8.3, subject to the
satisfaction of the conditions set forth in Section 8.4, Sections 6.1(c),
6.1(d), 6.1(e), 6.1(h) and 6.1(i) shall not constitute Events of Default.

Section 8.4.      Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1)      the Company must irrevocably deposit with the Trustee
         (or another trustee satisfying the requirements of Section 7.10 who has
         agreed to comply with the provisions of this Section 8 applicable to
         it), in trust, for the benefit of the Holders cash in U.S. dollars,
         U.S. 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 selected by the Company, to pay the
         principal of, premium, if any, and interest on the Notes on the stated
         date for payment thereof or on the applicable redemption date, as the
         case may be;

                  (2)      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:

                           (a)      the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling; or

                           (b)      since the date of this Indenture, there has
                  been a change in the applicable federal income tax law,

         in either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance

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<PAGE>

         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;

                  (3)      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 will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such Covenant 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 Covenant Defeasance had not
         occurred;

                  (4)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit or insofar as Events of
         Default from bankruptcy or insolvency events are concerned, at any time
         in the period ending on the 91st day after the date of deposit (other
         than a Default or Event of Default resulting from the borrowing of
         funds to be applied to such deposit and the grant of any Lien securing
         such borrowings);

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         this Indenture (other than a Default or an Event of Default resulting
         from the borrowing of funds to be applied to such deposit and the grant
         of any Lien securing such borrowings) or any other material agreement
         or instrument to which the Company or any of its Subsidiaries is a
         party or by which the Company or any of its Subsidiaries is bound;

                  (6)      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 or others;

                  (7)      the Company shall have delivered to the Trustee an
         officers' certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with; and

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

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (i) have
become due and payable or (ii) will become due and payable on the maturity date
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.

Section 8.5.      Deposited Money and U.S. Government Securities
                  To Be Held in Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 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 (other than the Company) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal or Redemption Price of, and Additional Interest, if any, or interest
on, the Notes, but such money need not be segregated from other funds except to
the extent required by law.

                                      -62-

<PAGE>

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Securities deposited pursuant to Section 8.4 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 VIII 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 U.S. Government Securities held by it as
provided in Section 8.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6.      Repayment to the 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, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof as a general creditor,
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, at the expense of the Company, if required
by applicable law cause to be published once, in The New York Times and The Wall
Street Journal (national editions), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days after
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.7.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3, as the case may be, by reason of any order of judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture, and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3, as the
case may be; provided, however, that, if the Company makes any payment with
respect to any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.

                  Notwithstanding Section 9.2 of this Indenture, the Company and
the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

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

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

                                      -63-

<PAGE>

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

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

                  (e)      evidence and provide for the acceptance of
         appointment by a successor Trustee;

                  (f)      to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights hereunder of any Holder of the Notes
         in any material respect; and

                  (g)      to add Guarantees with respect to the Notes.

                  Upon the request of the Company, accompanied by a resolution
of the Board (evidenced by an Officers' Certificate) authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee
of any documents requested by it in accordance with Section 7.2 hereof, the
Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise (other than the Supplemental
Indenture referred to in the final paragraph of this Section 9.1).

                  Notwithstanding any other provision of this Indenture, at any
time prior to a Redemption Triggering Event, upon the request of Holdings,
accompanied by a Board Resolution from it authorizing the execution of any such
supplemental indenture, and upon receipt by the Trustee of any documents
requested by it in accordance with Section 7.2 hereof, the Company, Holdings and
the Trustee shall (without notice to or the consent of any Holder), enter into
the supplemental indenture attached hereto as Exhibit F in connection with the
Assumption and concurrently therewith (but prior to the effectiveness thereof),
the Trustee, Holdings and the Interest Escrow Agent shall enter into the
Interest Escrow Agreement, substantially in the form attached hereto as Exhibit
G.

Section 9.2.      With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for the
Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event
of Default or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in connection with a
tender offer or exchange offer for the Notes).

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

                  (1)      reduce the principal amount of Notes at maturity
         whose Holders must consent to an amendment;

                  (2)      reduce the rate of or change or have the effect of
         changing the time for payment of interest, including defaulted
         interest, on any Notes;

                                      -64-

<PAGE>

                  (3)      reduce the principal of or change or have the effect
         of changing the fixed maturity of any Notes, or change the date on
         which any Notes may be subject to redemption or reduce the redemption
         price therefor;

                  (4)      make any Notes payable in money other than that
         stated in the Notes;

                  (5)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of
         and interest on such Holder's Note or Notes on or after the due date
         thereof or to bring suit to enforce such payment, or permitting Holders
         of a majority in principal amount of Notes to waive Defaults or Events
         of Default;

                  (6)      after the Company's obligation to purchase Notes
         arises hereunder, amend, change or modify in any material adverse
         respect the obligation of the Company to make and consummate a Change
         of Control Offer in the event of a Change of Control or make and
         consummate a Net Proceeds Offer with respect to any Asset Sale that has
         been consummated or, after such Change of Control has occurred or such
         Asset Sale has been consummated, modify any of the provisions or
         definitions with respect thereto;

                  (7)      modify or change any provision of this Indenture or
         the related definitions affecting the ranking of the Notes or any
         Guarantee in a manner which adversely affects the Holders in any
         material respect;

                  (8)      release any Guarantor that is a Significant
         Subsidiary from any of its obligations under its Guarantee or this
         Indenture otherwise than in accordance with the terms of this Indenture
         or release all or substantially all of the property and assets subject
         to a Lien securing the Obligations other than pursuant to the terms of
         the Security Documents; or

                  (9)      prior to the release of Escrow Funds or Interest
         Escrow Funds (as such terms are defined in the Initial Escrow Agreement
         and Interest Escrow Agreement, respectively), release or modify in any
         respect the Lien of the Trustee on such Escrow Funds or Interest Escrow
         Funds.

                  Upon the written request of the Company accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.2 hereof, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

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

Section 9.3.      Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

                                      -65-

<PAGE>

Section 9.4.      Revocation and Effect of Consents.

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

Section 9.5.      Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

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

Section 9.6.      Trustee To Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture until the Board
approves such amendment or supplemental indenture. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Sections 12.4 and 12.5, and, subject to Section 7.1,
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that (i) the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture, (ii) no
Event of Default shall occur as a result of the execution of such Officers'
Certificate or the delivery of such Opinion of Counsel, (iii) the amended or
supplemental indenture complies with the terms of this Indenture, and (iv) the
supplemental indenture has been duly executed and is an enforceable obligation
of the Company.

                                    ARTICLE X.

                                    GUARANTEE

Section 10.1.     Unconditional Guarantee.

                  Each Guarantor by executing a supplemental indenture in form
reasonably satisfactory to the Trustee (a "Guarantor Supplemental Indenture"),
shall hereby unconditionally guarantee (such guarantee to be referred to herein
as a "Guarantee"), on a senior basis jointly and severally, to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, the Notes or the obligations of the Company hereunder or
thereunder, that: (i) the principal of and interest on the Notes will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration or otherwise and interest on the overdue principal,
if any, and interest on any interest, to the extent lawful, of the Notes and all
other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or of any such other obligations, the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, subject to any applicable grace period, whether at
stated maturity, by acceleration or otherwise, subject, however, in the case of
clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each
such Guarantor shall hereby agree that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce

                                      -66-

<PAGE>

the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
and action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each such
Guarantor shall hereby waive diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor shall further agree that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

Section 10.2.     Severability.

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

Section 10.3.     Limitation of Guarantor's Liability.

                  Each Guarantor upon executing a Guarantor Supplemental
Indenture and by its acceptance hereof each Holder shall confirm that it is the
intention of all such parties that the guarantee by such Guarantor pursuant to
its Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar Federal or state law. To effectuate the
foregoing intention, the Holders and such Guarantor shall hereby irrevocably
agree that the obligations of such Guarantor under the Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 10.5, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

Section 10.4.     Release of Guarantor.

                  (a)      Upon the sale or disposition (whether by merger,
stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially
all its assets) to a Person which is not a Subsidiary of the Company and which
sale or disposition is otherwise in compliance with Sections 4.10, 5.1 and the
other terms of this Indenture, such Guarantor shall be deemed released from all
obligations under this Article X without any further action required on the part
of the Trustee or any Holder.

                  (b)      The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 10.4. Any Guarantor not so released remains liable for the
full amount of principal of and interest on the Securities as provided in this
Article X.

                  (c)      All Guarantees shall be of no further force and
effect upon the occurrence of a Legal Defeasance or a Covenant Defeasance,
subject to reinstatement pursuant to Section 8.7 under the circumstances
described therein.

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<PAGE>

Section 10.5.     Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Guarantor's obligations
with respect to the Guarantee.

                  For the purposes of this Section 10.5, the "Adjusted Net
Assets" of a Guarantor at any date shall mean the lesser of (x) the amount by
which the fair value of the property of such Guarantor exceeds the total amount
of liabilities, including, without limitation, contingent liabilities (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date), but excluding liabilities under the Guarantee, of such Guarantor
at such date and (y) the amount by which the present fair salable value of the
assets of such Guarantor at such date exceeds the amount that will be required
to pay the probable liability of such Guarantor on its debts (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), excluding debt in respect of the Guarantee of such Guarantor, as they
become absolute and matured.

Section 10.6.     Waiver of Subrogation.

                  Until all Obligations are paid in full, each Guarantor shall
by executing a Guarantor Supplemental Indenture hereby irrevocably waive any
claims or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under the Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder against the Company, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including, without limitation,
the right to take or receive from the Company, directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or security on
account of such claim or other rights. If any amount shall be paid to any
Guarantor in violation of the preceding sentence and the Notes shall not have
been paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders,
and shall, forthwith be paid to the Trustee for the benefit of such Holders to
be credited and applied upon the Notes, whether matured or unmatured, in
accordance with the terms of this Indenture. Each Guarantor shall by executing a
Guarantor Supplemental Indenture acknowledge that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that the waiver set forth in this Section 10.6 is knowingly made in
contemplation of such benefits.

Section 10.7.     Execution of Guarantee.

                  To evidence their guarantee to the Holders set forth in this
Article X, the Guarantors shall by executing a Guarantor Supplemental Indenture
agree to execute the Guarantee in substantially the form attached hereto as
Exhibit C, which shall be endorsed on each Note ordered to be authenticated and
delivered by the Trustee. Each Guarantor shall by executing a Guarantor
Supplemental Indenture agree that its Guarantee set forth in this Article X
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Guarantee. Each such Guarantee shall be signed on
behalf of each Guarantor by two Officers, or an Officer and an Assistant
Secretary or one Officer shall sign and one Officer or an Assistant Secretary
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to such Guarantee prior to the authentication of
the Security on which it is endorsed, and the delivery of such Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Guarantee had not ceased to be such officer of the Guarantor.

                                      -68-

<PAGE>

Section 10.8.     Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor shall by executing a Guarantor Supplemental
Indenture covenant (to the extent that it may lawfully do so) that it will not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive each such Guarantor from performing its Guarantee
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) each such Guarantor expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

Section 11.1.     Satisfaction and Discharge.

                  This Indenture will be discharged and will cease to be of
further effect (except as set forth below) and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

                  (1)      either:

                           (a)      all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid as provided in Section 2.7 and 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) have been
                  delivered to the Trustee for cancellation; or

                           (b)      all Notes not theretofore delivered to the
                  Trustee for cancellation have (i) become due and payable or
                  (ii) will become due and payable within one year, or are to be
                  called for redemption within one year, under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company, and the Company has irrevocably deposited or
                  caused to be deposited with the Trustee funds in an amount
                  sufficient to pay and discharge the entire Indebtedness on the
                  Notes not theretofore delivered to the Trustee for
                  cancellation, for principal of, premium, if any, and interest
                  on the Notes to the date of deposit together with irrevocable
                  instructions from the Company directing the Trustee to apply
                  such funds to the payment thereof at maturity or redemption,
                  as the case may be;

                  (2)      the Company has paid all other sums payable under
         this Indenture by the Company; and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 12.2, 12.3 and 12.4, and the Trustee's and Paying Agent's obligations in
Section 11.2 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Section 7.7 shall survive.

                                      -69-

<PAGE>

Section 11.2.     Application of Trust.

                  All money deposited with the Trustee pursuant to Section 11.1
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity in U.S. Government Securities, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

                                  ARTICLE XII.

                                  MISCELLANEOUS

Section 12.1.     Trust Indenture Act Controls.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA 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 12.2.     Notices.

                  Any notice or communication by the Company or the Trustee to
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company:

                           c/o Crum & Forster Holdings Corp.
                           305 Madison Avenue
                           Morristown, New Jersey 07962
                           Attention: Mary Jane Robertson
                           Fax: (973) 490-6612

                   With a copy to:

                           Shearman & Sterling
                           Commerce Court West
                           199 Bay Street
                           P.O. Box 247
                           Toronto, Ontario M5L 1E8
                           Attention: Christopher Cummings
                           Fax: (416) 360-2958

                  If to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Fl. 8W
                           New York, New York 10286
                           Attention: Corporate Trust Department
                           Fax: (212) 815-5707

                                      -70-

<PAGE>

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

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

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

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

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

Section 12.3.     Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.4.     Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company and/or any
Guarantor to the Trustee to take any action under this Indenture, other than
actions in connection with the issuance of Notes under the Indenture, the
Company and/or any Guarantor shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.5) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         satisfied; and

                  (b)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.5) stating that, in the opinion of
         such counsel, all such conditions precedent and covenants have been
         satisfied.

Section 12.5.     Statements Required in Certificate or Opinion.

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

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

                                      -71-

<PAGE>

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

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

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

Section 12.6.     Rules by Trustee and Agents.

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

Section 12.7.     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No past, present or future director, officer, employee,
incorporator, agent or stockholder or Affiliate of the Company or any of its
Subsidiaries, as such, shall have any liability for any obligations of the
Company or any of its Subsidiaries under the Notes, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of any of the Guarantors, as such, shall have
any liability for any obligations of the Guarantors under the Guarantees, this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes and Guarantees by accepting
a Note and a Guarantee waives and releases all such liabilities. The waiver and
release are part of the consideration for issuance of the Notes and the
Guarantees. Such waiver may not be effective to waive liabilities under the
federal securities law and it is the view of the Commission that such a waiver
is against public policy.

Section 12.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury
                  Trial.

                  THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE TRUSTEE, THE
COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY
OTHER JURISDICTION.

                                      -72-

<PAGE>

Section 12.9.     No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 12.10.    Successors.

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

Section 12.11.    Severability.

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

Section 12.12.    Counterpart Originals.

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

Section 12.13.    Table of Contents, Headings, Etc.

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

Section 12.14.    Qualification of Indenture.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Company, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

                         [Signatures on following page]

                                      -73-

<PAGE>

                                   SIGNATURES

                                     CRUM & FORSTER FUNDING CORP.

                                     By:       /s/ THOMAS M. STRAUSS
                                         ---------------------------------------
                                         Name: Thomas M. Strauss
                                         Title: President

                                     THE BANK OF NEW YORK,
                                       as Trustee

                                     By:        /s/ MARIE TRIMBOLI
                                         ---------------------------------------
                                         Name:  Marie Trimboli
                                         Title: Assistant Vice President

                                       S-1

<PAGE>

                                                                     EXHIBIT A-1

                                  FORM OF NOTE

                                 (Face of Note)

                          CRUM & FORSTER FUNDING CORP.

                          10 3/8% SENIOR NOTE DUE 2013

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL

                                      A-1-1

<PAGE>

ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                                      A-1-2

<PAGE>

                          CRUM & FORSTER FUNDING CORP.
                (May be assumed by Crum & Forster Holdings Corp.)

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY
OF THIS NOTE, THE ISSUE PRICE IS $969.85. THE ISSUE DATE OF THIS NOTE IS JUNE 5,
2003 AND THE YIELD TO MATURITY IS 10.875%.

                          10 3/8% SENIOR NOTE DUE 2013

                                                 CUSIP No.______________________
No.______________                                $______________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                  CRUM & FORSTER FUNDING CORP., a Delaware corporation (the
"Company," which term includes any successor corporation under the indenture
hereinafter referred to ), for value received promises to pay to
____________________________________________________ or registered assigns, the
principal sum of _____________________ Dollars on June 15, 2013.

                  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.

                  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 benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

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

[SEAL]                                 Dated:

                                       CRUM & FORSTER FUNDING CORP.

                                       By: _____________________________________
                                           Name:
                                           Title:

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

THE BANK OF NEW YORK
as Trustee

By: __________________________________
    Authorized Signatory

                                      A-1-3

<PAGE>

                                 (Back of Note)

                          10 3/8% Senior Notes due 2013

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

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 10 3/8% per annum from the date of
original issuance until maturity and shall pay Additional Interest, if any,
pursuant to the Registration Rights Agreement. The Company will pay interest
semi-annually on June 15 and December 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be December 15, 2003. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue payments of the principal, Purchase Price and
Redemption Price of this Note from time to time on demand at the rate then borne
by this Note; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods)
hereon from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                  2.       Method of Payment. The Company will pay interest on
this Note and Additional Interest, if any, to the Person in whose name this Note
is registered at the close of business on the June 1 and December 1 next
preceding the Interest Payment Date, even if this Note is canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Any such
installment of interest or Additional Interest, if any, not punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder
on such Interest Payment Date, and may be paid to the registered Holder at the
close of business on a special interest payment date to be fixed by the Trustee
for the payment of such defaulted interest, notice whereof shall be given to the
registered Holder not less than 10 days prior to such special interest payment
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The Company will pay principal, Redemption
Price, Purchase Price, interest and Additional Interest, if any, at the
corporate office of the Paying Agent in New York, New York, or, at the option of
the Company, payment of interest and Additional Interest, if any, may be paid at
the Trustee's corporate trust office or by check mailed to the Registered Holder
at its address set forth in the register of Holders, provided that payment by
wire transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes having an aggregate
principal amount of at least $2,000,000 the Holders of which shall have provided
wire transfer instructions to the Trustee or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  4.       Indenture and Guarantees. The Company issued $300.0
million in aggregate principal amount of the Notes under an Indenture dated as
of June 5, 2003 (the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. The Notes are general obligations of the Company. Payment on each Note is
guaranteed on a senior basis,

                                      A-1-4

<PAGE>

jointly and severally, by the Guarantors, if any, pursuant to Article Ten of the
Indenture. The Company may issue additional Notes under the Indenture.

                  5.       Optional Redemption. The Company may, at its option,
redeem any or all of the Notes at any time on or after June 15, 2008, upon not
less than 30 nor more than 60 days' prior notice in amounts of $1,000 or an
integral multiple thereof at the Redemption Prices (expressed as a percentage of
the principal amount) set forth below, if redeemed during the 12-month period
beginning June 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                      Redemption Price
----                                                      ----------------
<S>                                                       <C>
2008...............................................           105.188%
2009...............................................           103.458%
2010...............................................           101.729%
2011 and thereafter................................           100.000%
</TABLE>

in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed; or if the Notes are not so listed, by
lot, pro rata or by any other method the Trustee shall deem fair and reasonable.

                  6.       Special Redemption. At any time, or from time to
time, on or prior to June 15, 2006 the Company, at its option, may use the net
cash proceeds of one or more Equity Offerings to redeem up to 35% of the
original principal amount of the Notes (a "Special Redemption") at a Redemption
Price of 110.375% of the principal amount, together with accrued and unpaid
interest and Additional Interest (if any), to the date of redemption, provided,
however, that at least 65% of the original principal amount of the Notes issued
will remain outstanding immediately after each such redemption; and provided,
further, that each such redemption shall occur not more than 60 days after the
date of the consummation of the applicable Equity Offering. If less than all the
Notes are to be redeemed, the Trustee will select the particular Notes or
portions thereof to be redeemed only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures).

                  7.       Special Mandatory Redemption. The Company will, on a
day not more than 20 days following the Redemption Triggering Event (the
"Special Mandatory Redemption Date") redeem all of the Notes (the "Special
Mandatory Redemption") at a redemption price equal to the sum of (a) 96.985% of
the principal amount of the Notes (which amount is equal to 100% of the original
issue price of the Notes) plus (b) the accrued and unpaid interest on the Notes
from and including the Issue Date to but excluding the Special Mandatory
Redemption Date. The Redemption Triggering Event will occur on August 29, 2003,
if the Assumption has not occurred prior to that date, or such earlier date that
Fairfax or Crum & Forster Holdings Corp. delivers written notice to the Trustee
that Fairfax does not intend to refinance the Credit Agreement or to pursue an
amendment or waiver permitting Crum & Forster Holdings Corp. to complete the
Assumption, that Crum & Forster Holdings Corp. does not intend to complete the
Assumption, or that the Assumption will not otherwise occur prior to August 29,
2003. Otherwise, except as set forth in Paragraph 9 below with respect to
repurchases of Notes in certain events, the Company shall not be required to
make mandatory redemption payments with respect to the Notes.

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notice of the Special Mandatory
Redemption will be mailed promptly to each Holder, the Trustee and to the
Initial Escrow Agent. Notes in denominations larger than $1,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be

                                      A-1-5

<PAGE>

redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

                  (b)      On the 181st day after an Asset Sale or such earlier
date, if any, as the Board of Directors of the Company or of the relevant
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clause (3) of the first paragraph of Section
4.10 of the Indenture or on the date of consummation of an Excluded Sale (such
date, a "Net Proceeds Offer Trigger Date"), the aggregate amount of such Net
Cash Proceeds (that have not been applied as set forth in clause (3) of the
first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds
Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale)
(each, a "Net Proceeds Offer Amount") shall be applied by the Company or such
Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a
Purchase Date not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders, on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100%
of the principal amount of the Notes to be purchased, plus accrued and unpaid
interest thereon, if any, to the date of purchase; provided, however, that if at
any time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with Section 4.10

                  (c)      Each Net Proceeds Offer will be mailed to the record
Holders as shown on the register of Holders within 25 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes will be purchased pro rata based on the aggregate amounts of
Notes tendered (and the Trustee shall select the tendered Notes of tendering
Holders pro rata based on the amount of Notes tendered). A Net Proceeds Offer
shall remain open for a period of 20 business days or such longer period as may
be required by law.

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

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

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal

                                      A-1-6

<PAGE>

amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture and the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to comply with the provisions set forth in Section 5.1 of the Indenture,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to evidence and provide for the acceptance of
appointment of a successor Trustee, to comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to add Guarantees with respect to the Notes, or
to provide for the Assumption by executing a supplemental indenture
substantially in the form of Exhibit F to the Indenture.

                  13.      Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
if any, on the Notes; (ii) default in payment when due of principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by the Company to comply with any
covenant contained in the Indenture for 60 days after written notice to the
Company by the Trustee or the Holders of at least 25% of the aggregate principal
amount of the Notes outstanding; (iv) default under certain other agreements
relating to Indebtedness of the Company which default (a) is caused by a failure
to pay any amount due at the stated maturity thereof (giving effect to any
applicable grace periods and any extensions thereof) or (b) results in the
acceleration of such Indebtedness prior to its express maturity and, in each
case, the stated principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
default for failure to pay principal at final stated maturity or the maturity of
which has been so accelerated, aggregates $15.0 million or more; (v) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days, provided that the aggregate of all such undischarged judgments
exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency with
respect to the Company or any Significant Subsidiary of the Company. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Upon any such declaration, the entire
principal amount of, and accrued and unpaid interest and Additional Interest, if
any, on the Notes shall become immediately due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. 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 may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to payment on any Note)
if it determines that withholding notice is in their interest. The Holders of a
majority in principal amount of the Notes may waive any existing or past Default
or Event of Default under the Indenture, and its consequences, except a default
in the payment of the principal of, or interest on, any Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company or its Affiliates as if it were not Trustee.

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

                                      A-1-7

<PAGE>

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

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

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest and Additional
Interest, if any, on, the Notes to maturity or a specified Redemption Date and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture, except for certain Sections thereof.

                  19.      Governing Law. The Indenture and Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other
jurisdiction.

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

                  21.      Registration Rights. Pursuant to a the Registration
Rights Agreement, the Company will be obligated upon the occurrence of certain
events to consummate an exchange offer pursuant to which the Holder of this Note
shall have the right to exchange this Note for the Company's Exchange Notes,
which will be registered under the Securities Act, in like principal amount and
having terms identical in all material respects as the Notes. The Holders shall
be entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

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

                                    Crum & Forster Holdings Corp.
                                    305 Madison Avenue
                                    Morristown, New Jersey 07962
                                    Fax: (973) 490-6612
                                    Attention: Valerie J. Gasparik

                                      A-1-8

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

         Date: __________________

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

                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                      A-1-9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.14 ("Change of Control Offer") of the Indenture, check the applicable
boxes

                  [ ] Net Proceeds Offer:          [ ] Change of Control Offer:

                      in whole        [ ]              in whole          [ ]

                      in part         [ ]              in part           [ ]

                      Amount to be                     Amount to be
                      purchased: $___________          purchased: $___________

                  Dated: ________________       Signature: _____________________
                                                           (Sign exactly as your
                                                            name appears on the
                                                            other side of this
                                                            Note)

                  Signature Guarantee: _________________________________________
                                        (Participant in recognized signature
                                         guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number: ______________________________

                                     A-1-10

<PAGE>

                                                                     EXHIBIT A-2

                              FORM OF EXCHANGE NOTE

                                 (Face of Note)

                          CRUM & FORSTER HOLDINGS CORP.

                          10 3/8% SENIOR NOTE DUE 2013

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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.

                                      A-2-1

<PAGE>

                          CRUM & FORSTER HOLDINGS CORP.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY
OF THIS NOTE, THE ISSUE PRICE IS $969.85. THE ISSUE DATE OF THIS NOTE IS JUNE 5,
2003 AND THE YIELD TO MATURITY IS 10.875%.

                          10 3/8% SENIOR NOTE DUE 2013

                                                      CUSIP No. ________________
No. ______________                                    $_________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                  CRUM & FORSTER HOLDINGS CORP., a Delaware corporation (the
"Company," which term includes any successor corporation under the indenture
hereinafter referred to ), for value received promises to pay to
____________________________________________________ or registered assigns, the
principal sum of _____________________ Dollars on June 15, 2013.

                  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.

                  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 benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed.

                                       Dated:

                                       CRUM & FORSTER HOLDINGS CORP.

                                       By: _____________________________________
                                           Name:
                                           Title:

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

THE BANK OF NEW YORK
as Trustee

By: _________________________________
    Authorized Signatory

                                      A-2-2

<PAGE>

                                 (Back of Note)

                          10 3/8% Senior Notes due 2013

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

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 10 3/8% per annum from the date of
original issuance until maturity. The Company will pay interest semi-annually on
June 15 and December 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on this Note will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be [       ]. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
payments of the principal, Purchase Price and Redemption Price of this Note from
time to time on demand at the rate then borne by this Note; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) hereon from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest on
this Note to the Person in whose name this Note is registered at the close of
business on the June 1 and December 1 next preceding the Interest Payment Date,
even if this Note is canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. Any such installment of interest not punctually
paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Interest Payment Date, and may be paid to the registered Holder
at the close of business on a special interest payment date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered Holder not less than 10 days prior to such special
interest payment date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Note
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The Company will pay principal, Redemption
Price, Purchase Price, interest at the corporate office of the Paying Agent in
New York, New York, or, at the option of the Company, payment of interest may be
paid at the Trustee's corporate trust office or by check mailed to the
Registered Holder at its address set forth in the register of Holders, provided
that payment by wire transfer of immediately available funds will be required
with respect to principal, Redemption Price and Purchase Price of, and interest
on, all Global Notes and all other Notes having an aggregate principal amount of
at least $2,000,000 the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  4.       Indenture and Guarantees. The Company issued $300.0
million in aggregate principal amount of the Notes under an Indenture dated as
of June 5, 2003 (the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. The Notes are general obligations of the Company. Payment on each Note is
guaranteed on a senior basis, jointly and severally, by the Guarantors, if any,
pursuant to Article Ten of the Indenture. The Company may issue additional Notes
under the Indenture.

                                      A-2-3

<PAGE>

                  5. Optional Redemption. The Company may, at its option, redeem
any or all of the Notes at any time on or after June 15, 2008, upon not less
than 30 nor more than 60 days' prior notice in amounts of $1,000 or an integral
multiple thereof at the Redemption Prices (expressed as a percentage of the
principal amount) set forth below, if redeemed during the 12-month period
beginning June 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                      Redemption Price
----                                                      ----------------
<S>                                                       <C>
2008...............................................           105.188%
2009...............................................           103.458%
2010...............................................           101.729%
2011 and thereafter................................           100.000%
</TABLE>

in each case together with accrued and unpaid interest to the Redemption Date.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed; or if the Notes are not so listed, by
lot, pro rata or by any other method the Trustee shall deem fair and reasonable.

                  6.       Special Redemption. At any time, or from time to
time, on or prior to June 15, 2006 the Company, at its option, may use the net
cash proceeds of one or more Equity Offerings to redeem up to 35% of the
original principal amount of the Notes (a "Special Redemption") at a Redemption
Price of 110.375% of the principal amount, together with accrued and unpaid
interest, to the date of redemption, provided, however, that at least 65% of the
original principal amount of the Notes issued will remain outstanding
immediately after each such redemption; and provided, further, that each such
redemption shall occur not more than 60 days after the date of the consummation
of the applicable Equity Offering. If less than all the Notes are to be
redeemed, the Trustee will select the particular Notes or portions thereof to be
redeemed only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to DTC procedures).

                  7.       Special Mandatory Redemption. The Company will, on a
day not more than 20 days following the Redemption Triggering Event (the
"Special Mandatory Redemption Date") redeem all of the Notes (the "Special
Mandatory Redemption") at a redemption price equal to the sum of (a) 96.985% of
the principal amount of the Notes (which amount is equal to 100% of the original
issue price of the Notes) plus (b) the accrued and unpaid interest on the Notes
from and including the Issue Date to but excluding the Special Mandatory
Redemption Date. The Redemption Triggering Event will occur on August 29, 2003,
if the Assumption has not occurred prior to that date, or such earlier date that
Fairfax or Crum & Forster Holdings Corp. delivers written notice to the Trustee
that Fairfax does not intend to refinance the Credit Agreement or to pursue an
amendment or waiver permitting Crum & Forster Holdings Corp. to complete the
Assumption, that Crum & Forster Holdings Corp. does not intend to complete the
Assumption, or that the Assumption will not otherwise occur prior to August 29,
2003. Otherwise, except as set forth in Paragraph 9 below with respect to
repurchases of Notes in certain events, the Company shall not be required to
make mandatory redemption payments with respect to the Notes.

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notice of the Special Mandatory
Redemption will be mailed promptly to each Holder, the Trustee and to the
Initial Escrow Agent. Notes in denominations larger than $1,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption.

                                      A-2-4

<PAGE>

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase, in accordance with the procedures set
forth in the Indenture. Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

                  (b)      On the 181st day after an Asset Sale or such earlier
date, if any, as the Board of Directors of the Company or of the relevant
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clause (3) of the first paragraph of Section
4.10 of the Indenture or on the date of consummation of an Excluded Sale (such
date, a "Net Proceeds Offer Trigger Date"), the aggregate amount of such Net
Cash Proceeds (that have not been applied as set forth in clause (3) of the
first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds
Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale)
(each, a "Net Proceeds Offer Amount") shall be applied by the Company or such
Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a
Purchase Date not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders, on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100%
of the principal amount of the Notes to be purchased, plus accrued and unpaid
interest thereon, if any, to the date of purchase; provided, however, that if at
any time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with Section 4.10

                  (c)      Each Net Proceeds Offer will be mailed to the record
Holders as shown on the register of Holders within 25 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes will be purchased pro rata based on the aggregate amounts of
Notes tendered (and the Trustee shall select the tendered Notes of tendering
Holders pro rata based on the amount of Notes tendered). A Net Proceeds Offer
shall remain open for a period of 20 business days or such longer period as may
be required by law.

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

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

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to

                                      A-2-5

<PAGE>

or in place of certificated Notes, to comply with the provisions set forth in
Section 5.1 of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
evidence and provide for the acceptance of appointment of a successor Trustee,
to comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act, to add
Guarantees with respect to the Notes, or to provide for the Assumption by
executing a supplemental indenture substantially in the form of Exhibit F to the
Indenture.

                  13.      Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of principal, Redemption Price or Purchase Price of
the Notes when the same becomes due and payable at maturity, upon redemption,
repurchase or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
(iii) failure by the Company to comply with any covenant contained in the
Indenture for 60 days after written notice to the Company by the Trustee or the
Holders of at least 25% of the aggregate principal amount of the Notes
outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof (giving effect to any applicable grace
periods and any extensions thereof) or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the stated
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a default for failure to pay
principal at final stated maturity or the maturity of which has been so
accelerated, aggregates $15.0 million or more; (v) certain final judgments for
the payment of money that remain undischarged for a period of 60 days, provided
that the aggregate of all such undischarged judgments exceeds $15.0 million; and
(vi) certain events of bankruptcy or insolvency with respect to the Company or
any Significant Subsidiary of the Company. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional Interest on the Notes shall become
immediately due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
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 may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to payment on any Note) if it determines that withholding notice is in
their interest. The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under the Indenture, and
its consequences, except a default in the payment of the principal of, or
interest on, any Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company or its Affiliates as if it were not Trustee.

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

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

                  17.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint

                                      A-2-6

<PAGE>

tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest on, the Notes to
maturity or a specified Redemption Date and satisfies certain conditions
specified in the Indenture, the Company will be discharged from the Indenture,
except for certain Sections thereof.

                  19.      Governing Law. The Indenture and Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Company and each Guarantor hereby irrevocably
submits to the jurisdiction of any New York state court sitting in the Borough
of Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other
jurisdiction.

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

                  21.      Registration Rights. Pursuant to a the Registration
Rights Agreement, the Company will be obligated upon the occurrence of certain
events to consummate an exchange offer pursuant to which the Holder of this Note
shall have the right to exchange this Note for the Company's Exchange Notes,
which will be registered under the Securities Act, in like principal amount and
having terms identical in all material respects as the Notes.

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

                                    Crum & Forster Holdings Corp.
                                    305 Madison Avenue
                                    Morristown, New Jersey 07962
                                    Fax: (973) 490-6612
                                    Attention: Valerie J. Gasparik

                                      A-2-7

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

         Date: _____________________

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

                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                        guarantee medallion program)

                                      A-2-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.14 ("Change of Control Offer") of the Indenture, check the applicable
boxes

                  [ ] Net Proceeds Offer:          [ ] Change of Control Offer:

                      in whole        [ ]              in whole         [ ]

                      in part         [ ]              in part          [ ]

                      Amount to be                     Amount to be
                      purchased: $___________          purchased: $___________

                  Dated: ________________    Signature: ________________________
                                                        (Sign exactly as your
                                                         name appears on the
                                                         other side of this
                                                         Note)

                  Signature Guarantee: _________________________________________
                                        (Participant in recognized signature
                                         guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number:_______________________________

                                      A-2-9

<PAGE>

                                                                       EXHIBIT B

                                    GUARANTEE

                  For value received, [each of] the undersigned hereby
unconditionally guarantees, as principal obligor and not only as a surety, to
the Holder of this Note the cash payments in United States dollars of principal
of, premium, if any, and interest on this Note (and including Additional
Interest payable thereon) in the amounts and at the times when due and interest
on the overdue principal, premium, if any, and interest, if any, of this Note,
if lawful, and the payment or performance of all other Obligations of the
Company under the Indenture (as defined below) or the Note, to the Holder of
this Note and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, Article Ten of the Indenture and this Guarantee. This
Guarantee will become effective in accordance with Article Ten of the Indenture
and its terms shall be evidenced therein. The validity and enforceability of
this Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of June 5, 2003, among Crum
& Forster Funding Corp., a Delaware corporation, as issuer (the "Company") and
The Bank of New York, as trustee (the "Trustee") (as amended or supplemented,
the "Indenture").

                  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Guarantee.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                     [GUARANTOR(S)]

                                     By: _______________________________________
                                         Name:
                                         Title:

                                     By: _______________________________________
                                         Name:
                                         Title:

                                       B-1

<PAGE>

                                                                    EXHIBIT C(1)

                        FORM OF REGULATION S CERTIFICATE

                                                     ____________________,______

The Bank of New York
101 Barclay Street, Fl. 8W
New York, New York 10286
Attention: Corporate Trust Department

Attention: Corporate Trust Administration

                  Re:      Crum & Forster Funding Corp. [Crum & Forster Holdings
                           Corp.] (the "Company") 10 3/8% Senior Notes due 2013
                           (the "Notes")

Dear Sirs:

                  This letter relates to U.S. $ ______________ principal amount
at maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of June 5, 2003 relating to the Notes, we hereby certify that we are (or we will
hold such securities on behalf of) a person outside the United States to whom
the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

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

                                            Very truly yours,

                                            [Name of Holder]

                                            By: ________________________________
                                                    Authorized Signature

                                     C(1)-1

<PAGE>

                                                                    EXHIBIT C(2)

                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES

                                                     ____________________,______

The Bank of New York
101 Barclay Street, Fl. 8W
New York, New York 10286
Attention: Corporate Trust Department

Attention: Corporate Trust Administration

                  Re:      Crum & Forster Funding Corp. [Crum & Forster Holdings
                           Corp.] (the "Company") 10 3/8% Senior Notes due 2013
                           (the "Notes")

Dear Sirs:

                  This Certificate relates to $ _____________ principal amount
of Notes held in

                  [ ] book-entry* or [ ] certificated form*

                  by ___________________________________(the "Transferor").

                  The Transferor:*

                  [ ] has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

                  [ ] has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                  [ ] Such Note is being acquired for the Transferor's own
account, without transfer.

-------------------
*   Check applicable box

                                     C(2)-1

<PAGE>

                  [ ] Such Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act")) in reliance on Rule 144A.

                  [ ] Such Note is being transferred to an "Accredited Investor"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

                  [ ] Such Note is being transferred pursuant to an exemption
from registration in accordance with Regulation S under the Securities Act.

                  [ ] Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act.

                  [ ] Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act.
An Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

                                           Very truly yours,

                                           _____________________________________
                                           [INSERT NAME OF TRANSFEROR]

                                           By: _________________________________
                                               Name:
                                               Title:

Date: __________________

                                     C(2)-2

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                  ______________________,_______

The Bank of New York
101 Barclay Street, Fl. 8W
New York, New York 10286
Attention: Corporate Trust Department

Attention: Corporate Trust Administration

                  Re:      Crum & Forster Funding Corp. [Crum & Forster Holdings
                           Corp.] (the "Company") 10 3/8% Senior Notes due 2013
                           (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of 10 3/8% Senior
Notes due 2013 (the "Notes") of the Company, we confirm that:

                  1.       We understand that any subsequent transfer of the
Notes is subject to certain restrictions and conditions set forth in the
Indenture dated as of June 5, 2003 relating to the Notes (the "Indenture") and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act").

                  2.       We understand that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred except as permitted in
the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two
years after the original issuance of the Notes, we will do so only (A) to the
Company or any Subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), (F) in accordance with another exemption from
the registration requirements of the Securities Act, or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein and in
the Indenture.

                  3.       We understand that, on any proposed transfer of any
Notes prior to the date that is two years after the later of the original issue
date of the Notes and the last date the Notes were held by an affiliate of the
Company pursuant to paragraphs 2(C), 2(D), 2(E) and 2(F) above, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may

                                      D-1
<PAGE>

reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

                  4.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are acquiring the Notes for investment
purposes and not with a view to, or offer of sale in connection with, any
distribution in violation of the Securities Act, and we are each able to bear
the economic risk of our or its investment.

                  5.       We are acquiring the Notes purchased by us for our
own account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

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

                                    Very truly yours,

                                    (Name of Transferee)

                                    By: ________________________________________
                                                   Authorized Signature

                                      D-2
<PAGE>

                                                                       EXHIBIT E

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

                                                      __________________, ______

The Bank of New York
101 Barclay Street, Fl. 8W
New York, New York 10286
Attention: Corporate Trust Department

Attention: Corporate Trust Administration

                  Re:      Crum & Forster Funding Corp. [Crum & Forster Holdings
                           Corp.] (the "Company") 10 3/8% Senior Notes due 2013
                           (the "Notes")

Dear Sirs:

                  In connection with our proposed sale of $_________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

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

         the United States;

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

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

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the U.S. Securities Act of 1933.

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

                                    Very truly yours,

                                    [Name of Transferor]

                                    By: ________________________________________
                                                  Authorized Signature

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                      FORM OF FIRST SUPPLEMENTAL INDENTURE,
                      TO BE EXECUTED ON THE ASSUMPTION DATE

                                      F-1
<PAGE>

                                                                       EXHIBIT G

                       FORM OF INTEREST ESCROW AGREEMENT,
                      TO BE EXECUTED ON THE ASSUMPTION DATE

                                      G-1