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                                                                     Exhibit 4.1



      INDENTURE, dated as of August 20, 2001, between Fidelity National
Financial, Inc., a Delaware corporation (the "Company") and The Bank of New
York, a New York banking corporation (the "Trustee").

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series as herein provided.

      All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 1.1. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

      "Act" shall have the meaning set forth in Section 1.4(a).

      "Additional Amounts" means any additional amounts which, pursuant to
Section 3.1(b)(18), are required by the terms of the Securities of any series,
under circumstances specified pursuant to Section 3.1(b)(18), to be paid by the
Company in respect of certain Securities of such series specified pursuant to
Section 3.1(b)(18).

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.


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      "Agent" means any Paying Agent or Registrar.

      "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

      "Authorized Newspaper" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

      "Bankruptcy Law" shall have the meaning set forth in Section 5.1.

      "Bearer Security" means any Security issued hereunder which is payable to
bearer.

      "Board" or "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee thereof.

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

      "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution of this Indenture such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

      "Company Order" and "Company Request" mean, respectively, a written order
or request signed in the name of the Company by two Officers, one of whom must
be the Chairman of the Board, the President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller or any Vice President of the
Company.


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      "Consolidated Net Tangible Assets" means, with respect to the Company as
at any date, the total assets of the Company and its consolidated Subsidiaries
determined in accordance with GAAP as they appear on the most recently prepared
consolidated balance sheet of the Company as of the end of a fiscal quarter,
less (i) all liabilities shown on such consolidated balance sheet that are
classified and accounted for as current liabilities or that otherwise would be
considered current liabilities under GAAP; and (ii) all assets shown on such
consolidated balance sheet that are classified and accounted for as intangible
assets or that otherwise would be considered intangible assets under GAAP,
including, without limitation, franchises, patents and patent applications,
trademarks, brand names and goodwill.

      "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and, for the settlement of transactions, by a central bank or
other public institutions of or within the international banking community, (ii)
the ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the ECU for the purposes for
which it was established.

      "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 101 Barclay Street. 21W, New York,
New York, 10286, Attention: Corporate Trust Administration.

      "Currency" means Dollars or any Foreign Currency.

      "Custodian" shall have the meaning set forth in Section 5.1.

      "Debt" means indebtedness for borrowed money or evidenced by bonds, notes,
debentures or other similar instruments.

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

      "Defaulted Interest" shall have the meaning set forth in Section 3.7(b).

      "Depository" when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depository by the Company pursuant to Section 3.1 and its
successors in such capacity, and if at any time there is more than one such
Person, shall be a collective reference to such Persons.

      "Dollar" and "$" mean the currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.

      "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Community.

      "European Monetary System" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European Community.


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      "European Union" means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.

      "Event of Default" shall have the meaning set forth in Section 5.1.

      "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

      "Funded Debt" means Debt of the Company or any of its Subsidiaries which,
under GAAP, would appear as indebtedness on the most recent consolidated balance
sheet of the Company, which matures by its terms more than 12 months from the
date of such consolidated balance sheet or which matures by its terms in less
than 12 months but by its terms is renewable or extendible beyond 12 months from
the date of such consolidated balance sheet at the option of the borrower.

      "GAAP" means generally accepted accounting principles in the United States
as in effect on the date of application thereof.

      "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any
premium or interest on the relevant Security shall be payable, in each case
where the payment or payments thereunder are supported by the full faith and
credit of such government or governments or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such other government or governments, in each case
where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such
other government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation 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 Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

      "Holder" means, with respect to a Bearer Security, a bearer thereof or of
a coupon appertaining thereto and, with respect to a Registered Security, a
person in whose name a Security is registered on the Register. "Indenture" means
this Indenture as originally executed or as amended or supplemented from time to
time and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

      "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.


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      "Interest" when used with respect to an Original Issue Discount Security
which by its terms bears interest only after maturity, means interest payable
after maturity.

      "Interest Payment Date" when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Lien" means any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement or other encumbrance of any
nature whatsoever.

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

      "Officer" means the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Assistant Secretary of the Company.

      "Officers' Certificate", when used with respect to the Company, means a
certificate signed by two Officers, one of whom must be the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Controller or a Vice President of the Company.

      "Opinion of Counsel" means a written opinion from the general counsel of
the Company or other legal counsel. Such counsel may be an employee of or
counsel to the Company.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the stated principal amount thereof to be due and payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2.

      "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

      (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

      (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any coupons appertaining thereto, provided
that, if such Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provisions therefor satisfactory to the
Trustee have been made;

      (iii) Securities, except to the extent provided in Sections 4.4 and 4.5,
with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article 4; and


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      (iv) which have been paid pursuant to Section 3.6 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, or whether sufficient funds are available for redemption or for any
other purpose, and for the purpose of making the calculations required by
Section 313 of the Trust Indenture Act, (a) the principal amount of any Original
Issue Discount Securities that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.2, (b)
the principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, (c) the
principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (a) above) of such Security, and (d) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company.

      "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Maturity thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company upon the issuance
of such Securities.

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

      "Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of, premium, if any,
and interest on such Securities are payable as specified or contemplated by
Sections 3.1 and 9.2.


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      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Principal amount", when used with respect to any Security, means the
amount of principal, if any, payable in respect thereof at Maturity; provided,
however, that when used with respect to an Indexed Security in any context other
than the making of payments at Maturity, "principal amount" means the principal
face amount of such Indexed Security at original issuance.

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

      "Redemption Price", when used with respect to any Security to be redeemed,
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.

      "Register" shall have the meaning set forth in Section 3.5.

      "Registered Security" means any Security issued hereunder and registered
as to principal and interest in the Register.

      "Registrar" shall have the meaning set forth in Section 3.5.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1.

      "Responsible Officer", when used with respect to the Trustee, shall mean
any vice president, any assistant vice president, any senior trust officer, any
trust officer, or any officer of the Trustee customarily performing 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 his knowledge of and familiarity with a particular subject and who
shall have direct responsibility for the administration of this Indenture.

      "Restricted Subsidiary" means any Subsidiary of the Company which (i) owns
or leases a Principal Property and (ii) (A) substantially all of the property of
which is located, or substantially all of the business of which is carried on,
within the United States of America or (B) which is incorporated or organized
under the laws of any state of the United States of America or the District of
Columbia.

      "Secured Debt" shall have the meaning set forth in Section 9.8(a).

      "Security" or "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means a Security or Securities of the
Company issued, authenticated and delivered under this Indenture.


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

      "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or in a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

      "Subsidiary" means (i) any corporation, at least a majority of the total
voting power of whose outstanding Voting Stock is at the date of determination
owned, directly or indirectly, by the Company and/or one or more other
Subsidiaries of the Company, and (ii) any Person (other than a corporation) in
which the Company and/or one or more other Subsidiaries of the Company own,
directly or indirectly, at the date of determination, at least a majority
ownership interest.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in effect
on the date of this Indenture, except as provided in Section 8.3.

      "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

      "United States" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the states thereof and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.

      "United States Alien", except as otherwise provided with respect to the
Securities of any series as contemplated by Section 3.1, means any Person who,
for United States Federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which
is, for United States Federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.

      "U.S. Person" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, any citizen or resident
of the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, any estate the income of
which is subject to United States federal income taxation regardless of its
source, or any trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States fiduciaries who
have the authority to control all substantial decisions of the trust.

      "Voting Stock" means, with respect to any corporation, securities of any
class or series of such corporation, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors of the
corporation.


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    Section 1.2. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Sections 2.3
and 9.7 and the last paragraph of Section 3.3) shall include:

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

            (2) 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;

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

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

    Section 1.3. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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


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

    Section 1.4. 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 agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

      (c) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depository, wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depository, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security
continues until (i) another such certificate or affidavit bearing a later date
issued in respect of the same Bearer Security is produced, (ii) such Bearer
Security is produced to the Trustee by some other Person, (iii) such Bearer
Security is surrendered in exchange for a Registered Security or (iv) such
Bearer Security is no longer Outstanding. The ownership of Bearer Securities may
also be proved in any other manner which the Trustee deems sufficient.

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

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


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      (f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

    Section 1.5. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and sent by facsimile (with confirmation of receipt),
      overnight delivery service or mailed, first-class postage prepaid, to the
      Trustee at its Corporate Trust Office, Attention: Corporate Trust
      Administration, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and sent by facsimile (with confirmation of receipt),
      overnight delivery service or mailed, first-class postage prepaid, to the
      Company addressed to it at Fidelity National Financial, Inc., 17911 Von
      Karman Avenue, Suite 300, Irvine, California 92614, Attention: Chief
      Financial Officer or at any other address previously furnished in writing
      to the Trustee by the Company.

    Section 1.6. Notice to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Registered
Security expressly provided) if in writing and sent by overnight delivery
service or mailed, first-class postage prepaid, to each such Holder affected by
such event, at his address as it appears in the Register, within the time
prescribed for the giving of such notice, and (ii) if any of the Securities
affected by such event are Bearer Securities, notice to the Holders thereof
shall be sufficiently given (unless otherwise herein or in the terms of such
Bearer Securities expressly provided) if published once in an Authorized
Newspaper in New York, New York, and in such other city or cities, if any, as
may be specified as contemplated by Section 3.1. In any case where notice to
Holders is given by mail, neither the failure to mail such


                                       11
<PAGE>


notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. In any case where notice is given to
Holders by publication, neither the failure to publish such notice, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

      If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. If it is
impossible or, in the opinion of the Trustee, impracticable to give any notice
by publication in the manner herein required, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.

      Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

    Section 1.7. Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

    Section 1.8. Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successor and assigns, whether so
expressed or not.

    Section 1.9. Separability. In case any provision of this Indenture or the
Securities shall be invalid, illegal or unenforceable, then, to the extent
permitted by applicable law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

    Section 1.10. Benefits of Indenture. Nothing in this Indenture or in the
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

    Section 1.11. Governing Law. THIS INDENTURE, THE SECURITIES AND ANY COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
the Trust Indenture Act, the Trust Indenture Act shall control.


                                       12
<PAGE>


    Section 1.12. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of any Security or
coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu of this Section), payment of
principal, premium, if any, or interest need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on such date;
provided that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

                                   ARTICLE 2

                                 SECURITY FORMS

    Section 2.1. Forms Generally. The Securities of each series and the coupons,
if any, to be attached thereto shall be in substantially such form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities and coupons, if any, as
evidenced by their execution of the Securities and coupons, if any. Unless
otherwise provided as contemplated in Section 3.1, Securities will be issued
only in registered form without coupons or in the form of one or more global
securities. If temporary Securities of any series are issued as permitted by
Section 3.4, the form thereof also shall be established as provided in the
preceding sentence. If the forms of Securities and coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution together with an appropriate record (which may be
in the form of an Officers' Certificate) of any such action taken pursuant
thereto, including a copy of the approved form of Securities or coupons, if any,
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

      Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

      The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
coupons, if any, as evidenced by their execution of such Securities and coupons,
if any.

    Section 2.2. Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:


                                       13
<PAGE>


      This is one of the Securities of the series described in the
within-mentioned Indenture.

                                   Dated:


                                   THE BANK OF NEW YORK
                                   as Trustee


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


    Section 2.3. Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, any such Security may provide
that it shall represent the aggregate or specified amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby,
shall be made in such manner and by such Person or Persons as shall be specified
therein or pursuant to Section 3.1 or in the Company Order to be delivered to
the Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of Section
3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or pursuant to Section 3.1 or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Opinion of Counsel.

      The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

      Notwithstanding the provisions of Section 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Person or Persons specified therein.

    Section 2.4. Form of Legend for Securities in Global Form. Any Security in
global form authenticated and delivered hereunder shall bear a legend in
substantially the following form and such other legends as may be approved by
the officers executing such Security, as evidenced by their execution thereof:


                                       14
<PAGE>


      This Security is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. Unless and until it is exchanged in whole or in part
for Securities in certificated form, this Security may not be transferred except
as a whole by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.

                                   ARTICLE 3

                                 THE SECURITIES

    Section 3.1. Amount Unlimited; Issuable in Series.

      (a) The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued from time to time in one or more series.

      (b) The following matters shall be established with respect to each series
of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in an Officers' Certificate or (iii) in one
or more indentures supplemental hereto:

            (1) the title of the Securities of the series, including CUSIP
      Numbers (which title shall distinguish the Securities of the series from
      all other series of Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (which limit shall not pertain to Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6,
      or 10.7 or upon the Company's repurchase of any Securities in part at the
      option of the Holders thereof);

            (3) the date or dates on which the principal of and premium, if any,
      on the Securities of the series is payable or the method of determination
      thereof;

            (4) the rate or rates (which may be fixed, variable or zero) at
      which the Securities of the series shall bear interest, if any, or the
      method of calculating such rate or rates of interest;

            (5) the date or dates from which interest, if any, shall accrue or
      the method by which such date or dates shall be determined;

            (6) the Interest Payment Dates on which any such interest, if any,
      shall be payable and, with respect to Registered Securities, the Regular
      Record Date, if any, for the interest payable on any Registered Security
      on any Interest Payment Date;

            (7) each Place of Payment for the Securities of the series;


                                       15
<PAGE>


            (8) the period or periods within which, the price or prices at
      which, the currency (if other than Dollars) in which, and the other terms
      and conditions upon which, Securities of the series may be redeemed, in
      whole or in part, at the option of the Company and, if other than as
      provided in Section 10.3, the manner in which the particular Securities of
      such series (if less than all Securities of such series are to be
      redeemed) are to be selected for redemption;

            (9) the obligation, if any, of the Company to redeem or purchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or upon the happening of a specified event or at the option of
      a Holder thereof and the period or periods within which, the price or
      prices at which, and the other terms and conditions upon which, Securities
      of the series shall be redeemed or purchased, in whole or in part,
      pursuant to such obligation;

            (10) if other than denominations of $1,000 and any integral multiple
      thereof, if Registered Securities, and if other than the denomination of
      $5,000, if Bearer Securities, the denominations in which Securities of the
      series shall be issuable;

            (11) if other than Dollars, the currency for which the Securities of
      the series may be purchased or in which the Securities of the series shall
      be denominated and/or the currency in which the principal of, premium, if
      any, and interest, if any, on the Securities of the series shall be
      payable and the particular provisions applicable thereto in accordance
      with, in addition to, or in lieu of the provisions of this Indenture;

            (12) if the amount of payments of principal of, or premium, if any,
      or interest, if any, on the Securities of the series shall be determined
      with reference to an index, formula or other method (which index, formula
      or method may be based, without limitation, on a currency or currencies
      (including currency unit or units) other than that in which the Securities
      of the series are denominated or designated to be payable), the index,
      formula or other method by which such amount shall be determined;

            (13) if the amount of payments of principal, premium, if any, or
      interest, if any, on the Securities of the series shall be determined with
      reference to an index, formula or other method based on the prices of
      securities or commodities, with reference to changes in the prices of
      securities or commodities or otherwise by application of a formula, the
      index, formula or other method by which such amount shall be determined;

            (14) if other than the entire principal amount thereof, the portion
      of the principal amount of such Securities of the series which shall be
      payable upon declaration of acceleration thereof pursuant to Section 5.2
      or the method by which such portion shall be determined;

            (15) if other than as provided in Section 3.7, the Person to whom
      any interest on any Registered Security of the series shall be payable and
      the manner in which, or the Person to whom, any interest on any Bearer
      Securities of the series shall be payable;


                                       16
<PAGE>


            (16) provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (17) any addition to or modification or deletion of any Events of
      Default or any covenants of the Company pertaining to the Securities of
      the series;

            (18) under what circumstances, if any, the Company will pay
      Additional Amounts on the Securities of that series held by a Person who
      is not a U.S. Person in respect of taxes, assessments or similar
      governmental charges withheld or deducted and, if so, whether the Company
      will have the option to redeem such Securities rather than pay such
      Additional Amounts (and the terms of any such option);

            (19) whether Securities of the series shall be issuable as
      Registered Securities or Bearer Securities (with or without interest
      coupons), or both, and any restrictions applicable to the offering, sale
      or delivery of Bearer Securities and, if other than as provided in Section
      3.5, the terms upon which Bearer Securities of a series may be exchanged
      for Registered Securities of the same series and vice versa;

            (20) the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (21) the forms of the Securities and coupons, if any, of the series;

            (22) if either or both of Section 4.4 relating to defeasance or
      Section 4.5 relating to covenant defeasance shall not be applicable to the
      Securities of such series, or, if such defeasance or covenant defeasance
      shall be applicable to the Securities of such series, any covenants in
      addition to those specified in Section 4.5 relating to the Securities of
      such series which shall be subject to covenant defeasance and any
      deletions from, or modifications or additions to, the provisions of
      Article 4 in respect of the Securities of such series or such other means
      of defeasance or covenant defeasance as may be specified for the
      Securities of such series;

            (23) if other than the Trustee, the identity of the Registrar and
      any Paying Agent;

            (24) if the Securities of the series shall be issued in whole or in
      part in global form, (i) the Depository for such global Securities, (ii)
      whether beneficial owners of interests in any Securities of the series in
      global form may exchange such interests for certificated Securities of
      such series and of like tenor of any authorized form and denomination, and
      (iii) if other than as provided in Section 3.5, the circumstances under
      which any such exchange may occur; and

            (25) any other terms of the Securities of such series and any
      deletions from or modifications or additions to this Indenture in respect
      of such Securities.


                                       17
<PAGE>


      (c) All Securities of any one series and coupons, if any, appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant
to a Board Resolution and (subject to Section 3.3) set forth, or determined in
the manner provided, in the related Officers' Certificate or (iii) in an
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

      (d) If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

    Section 3.2. Denominations. Unless otherwise provided as contemplated by
Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in denominations of $5,000.

    Section 3.3. Execution, Authentication, Delivery and Dating. Securities
shall be executed on behalf of the Company by two Officers. The Company's seal
shall be reproduced on the Securities. The signatures of any of these Officers
on the Securities may be manual or facsimile. The coupons, if any, of Bearer
Securities shall bear the facsimile signature of two Officers.

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

      At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series.

      If the form or terms of the Securities of a series have been established
by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Sections 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating,


                                       18
<PAGE>


            (1) if the forms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      2.1, that such forms have been established in conformity with the
      provisions of this Indenture;

            (2) if the terms of such Securities and any coupons have been
      established by or pursuant to a Board Resolution as permitted by Section
      3.1, that such terms have been, or in the case of Securities of a series
      offered in a Periodic Offering, will be, established in conformity with
      the provisions of this Indenture, subject in the case of Securities
      offered in a Periodic Offering, to any conditions specified in such
      Opinion of Counsel; and

            (3) that such Securities together with any coupons appertaining
      thereto, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and other similar laws of general applicability relating to or affecting
      the enforcement of creditors' rights and to general equity principles.

Notwithstanding that such form or terms have been so established, the Trustee
shall have the right to decline to authenticate such Securities if, in the
written opinion of counsel to the Trustee (which counsel may be an employee of
the Trustee) reasonably acceptable to the Company, the issue of such Securities
pursuant to this Indenture will adversely affect the Trustee's own rights,
duties or immunities under this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with
the authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

      With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

      If the Company shall establish pursuant to Section 3.1 that the Securities
of a series are to be issued in whole or in part in global form, then the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or
more Securities in global form that (i) shall represent and


                                       19
<PAGE>


shall be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depository for such Security or Securities in global form or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear the
legend contemplated by Section 2.4.

      Each Depository designated pursuant to Section 3.1 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as Depository, be a clearing agency registered under the
Securities Exchange Act of 1934 or any successor thereto (if so required by
applicable law or regulation) and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depository is so
registered.

      Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

      No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent and no coupon shall be valid until the
Security to which it appertains has been so authenticated. Such signature upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered under this Indenture and is
entitled to the benefits of this Indenture. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
canceled.

      Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

    Section 3.4. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute and, upon Company Order, the
Trustee shall authenticate and deliver temporary Securities of such series which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor and form, with or
without coupons, of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

      Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without


                                       20
<PAGE>


unreasonable delay. After preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company pursuant to Section 9.2 in a Place
of Payment for such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor; provided, however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Registered Security; and provided
further that no definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security unless the Trustee shall have received from the Person
entitled to receive the definitive Bearer Security a certificate substantially
in the form approved in or pursuant to the Board Resolutions relating thereto
and such delivery shall occur only outside the United States. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series except as otherwise specified as contemplated by Section 3.1.

    Section 3.5. Registration, Transfer and Exchange. The Company shall cause to
be kept at the Corporate Trust Office of the Trustee or in any office or agency
to be maintained by the Company in accordance with Section 9.2 in a Place of
Payment a register (the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and the registration of transfers of Registered
Securities. The Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed "Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities as herein provided.

      Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount containing
identical terms and provisions.

      Bearer Securities or any coupons appertaining thereto shall be
transferable by delivery.

      At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified as contemplated by
Section 3.1, Bearer Securities may not be issued in exchange for Registered
Securities.


                                       21
<PAGE>


      Unless otherwise specified as contemplated by Section 3.1, at the option
of the Holder, Bearer Securities of such series may be exchanged for Registered
Securities (if the Securities of such series are issuable in registered form) or
Bearer Securities (if Bearer Securities of such series are issuable in more than
one denomination and such exchanges are permitted by such series) of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any
such office or agency, with all unmatured coupons and all matured coupons in
default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 9.2, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case any Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such coupon shall be returned to
the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon, when due in accordance with the provisions of this
Indenture.

      Notwithstanding any other provision of this Section, unless and until it
is exchanged in whole or in part for Securities in definitive certificated form,
a Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depository for such
series to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor Depository for such series or a nominee of such
successor Depository.

      Unless otherwise specified pursuant to Section 3.1 with respect to the
Securities of any series, a Security in global form will be exchangeable for
certificated Securities of the same series in definitive form only if (i) the
Depository for the Global Securities of such series notifies the Company that it
is unwilling or unable to continue as Depository for the global Securities of
such series or such Depository ceases to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended, or any successor thereto
if so required by applicable law or regulation and, in either case, a successor
Depository for such Securities shall not have been appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, as the case may be, (ii) the Company, in its sole


                                       22
<PAGE>


discretion, determines that such Securities in global form shall be exchangeable
for certificated Securities and executes and delivers to the Trustee a Company
Order to the effect that such global Securities shall be so exchangeable, or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series, the Company's election pursuant to
Section 3.1(b)(24) shall no longer be effective with respect to the Securities
of such series and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor and terms, shall authenticate and deliver, without
charge, Securities of such series of like tenor and terms in certificated form,
in authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor and
terms in global form in exchange for such Security or Securities in global form.
Upon any such exchange, owners of beneficial interests in such Securities in
global form will be entitled to physical delivery of individual Securities in
certificated form of like tenor and terms equal in principal amount to such
beneficial interests, and to have such Securities in certificated form
registered in the names of the beneficial owners.

      If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depository for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depository. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depository a new certificated Security or Securities of the same series
of like tenor and terms, of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Security in global form; and (ii) to such Depository
a new Security in global form of like tenor and terms in a denomination equal to
the difference, if any, between the principal amount of the surrendered Security
in global form and the aggregate principal amount of certificated Securities
delivered to Holders thereof.

      Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depository for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

      Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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


                                       23
<PAGE>


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

      No service charge shall be made for any registration of transfer or for
any exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration or transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 8.6, or 10.7 or upon the Company's
repurchase of any Securities in part at the option of the Holder thereof not
involving any transfer.

      The Company shall not be required (i) to issue, register the transfer of,
or exchange any Securities for a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the
series of which such Security is a part and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of Securities of like tenor and of such series to be
redeemed; (ii) to register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part; or (iii) to exchange any Bearer Security
so selected for redemption, except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor; provided that such
Registered Security shall be simultaneously surrendered for redemption.

    Section 3.6. Replacement Securities. If a mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a
Bearer Security, of the same series, terms and date of maturity, if the
Trustee's requirements are met.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Security
with a destroyed, lost or stolen coupon and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a replacement Registered Security, if such Holder's
claim appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder's claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.


                                       24
<PAGE>


      In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security or coupon, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.1, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

      Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupon, if any, or
the destroyed, lost or stolen coupon, shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

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

    Section 3.7. Payment of Interest; Interest Rights Preserved.

      (a) Unless otherwise provided as contemplated by Section 3.1, interest, if
any, on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency maintained for such purpose pursuant to 9.2; provided, however, that at
the option of the Company, interest on any series of Registered Securities that
bear interest may be paid (i) by check mailed to the address of the Persons
entitled thereto as they shall appear on the Register of Holders of Securities
of such series or (ii) by transfer to an account maintained by the Persons
entitled thereto.

      Unless otherwise provided as contemplated by Section 3.1 and except as
otherwise provided in Section 9.2, (i) interest, if any, on Bearer Securities
shall be paid only against presentation and surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original
issue discount, if any, on Bearer Securities shall be paid only against
presentation and surrender of such Securities, in either case at the office of a
Paying Agent located outside the United States, unless the Company shall have
otherwise instructed the Trustee in writing, provided that any such instruction
for payment in the United States does not


                                       25
<PAGE>


cause any Bearer Security to be treated as a "registration-required obligation"
under United States laws and regulations. The interest, if any, on any temporary
Bearer Security shall be paid, as to any installment of interest evidenced by a
coupon attached thereto only upon presentation and surrender of such coupon and,
as to other installments of interest, only upon presentation of such Security
for notation thereon of the payment of such interest.

      (b) Unless otherwise provided as contemplated by Section 3.1, any interest
on Registered Securities of any series which is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holders on the
relevant Regular Record Date by virtue of their having been such Holders, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

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

            (2) The Company may make payment of such Defaulted Interest to the
      Persons in whose names such Registered Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      specified date in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Registered
      Securities may be listed, and upon such notice as may be required by such
      exchange, if, after notice given by the Company to the Trustee of the
      proposed payment pursuant to this clause (2), such manner of payment shall
      be deemed practicable by the Trustee.


                                       26
<PAGE>


      (c) Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

    Section 3.8. Persons Deemed Owners. Prior to due presentment of any
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

      None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depository (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depository and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depository (or its
nominee) as Holder of such Security in global form.

    Section 3.9. Cancellation. The Company at any time may deliver Securities
and coupons to the Trustee for cancellation. The Registrar and any Paying Agent
shall forward to the Trustee any Securities and coupons surrendered to them for
replacement, for registration of transfer, or for exchange or payment. The
Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation
and shall dispose of such canceled Securities in its customary manner. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.

    Section 3.10. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

    Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, in such case, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice


                                       27
<PAGE>


may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly advise
the Trustee of any change in the CUSIP Numbers.

    Section 3.12. Currency of Payment in Respect of Securities. Unless otherwise
specified with respect to any Securities pursuant to Section 3.1, payment of the
principal of, premium, if any, and interest, if any, on any Registered or Bearer
Security of such series will be made in Dollars.

                                   ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

    Section 4.1. Termination of Company's Obligations Under the Indenture. This
Indenture shall upon a Company Request cease to be of further effect with
respect to Securities of any series and any coupons appertaining thereto (except
as specified below) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities and any coupons appertaining thereto
when

            (1) either

            (A) all such Securities previously authenticated and delivered and
      all coupons appertaining thereto (other than (i) such coupons appertaining
      to Bearer Securities surrendered in exchange for Registered Securities and
      maturing after such exchange, surrender of which is not required or has
      been waived as provided in Section 3.5, (ii) such Securities and coupons
      which have been destroyed, lost or stolen and which have been replaced or
      paid as provided in Section 3.6, (iii) such coupons appertaining to Bearer
      Securities called for redemption and maturing after the relevant
      Redemption Date, surrender of which has been waived as provided in Section
      10.6 and (iv) such Securities and coupons for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such
      trust, as provided in Section 9.3) have been delivered to the Trustee for
      cancellation; or

            (B) all Securities of such series and, in the case of (i) or (ii)
      below, any coupons appertaining thereto not theretofore delivered to the
      Trustee for cancellation (i) have become due and payable, or (ii) will
      become due and payable at their Stated Maturity within one year, or (iii)
      if redeemable at the option of the Company, 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, in the case of (i), (ii) or
      (iii) above, has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust for the purpose an amount in the currency
      in which the Securities of such series are payable, sufficient to pay and
      discharge the entire indebtedness on such Securities and such coupons not


                                       28
<PAGE>


      theretofore delivered to the Trustee for cancellation, in respect of
      principal, premium, if any, and interest, to the date of such deposit (in
      the case of Securities which have become due and payable) or to the Stated
      Maturity or Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of any series, the obligation of the Company to the Trustee and
any predecessor Trustee under Section 6.9, the obligations of the Company to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.4, 3.5, 3.6, 4.2, 9.2 and 9.3 and with respect to
the payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 3.1(b)(18) shall survive such satisfaction and
discharge.

    Section 4.2. Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 9.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto as specifically provided herein, of the principal, premium, if any, and
interest for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.

    Section 4.3. Applicability of Defeasance Provisions; Company's Option to
Effect Defeasance or Covenant Defeasance. Unless pursuant to Section 3.1 either
or both of (i) defeasance of the Securities of or within a series under Section
4.4 or (ii) covenant defeasance of the Securities of or within a series under
Section 4.5 shall not be applicable with respect to the Securities of any
series, then the provisions of such Section or Sections, as the case may be,
together with the provisions of Sections 4.6 through 4.10 inclusive, with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to such Securities, shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 4.4 or Section 4.5 (unless such Section 4.4 or Section
4.5, as the case may be, shall not be applicable to the Securities of such
series) be applied to such Outstanding Securities and any coupons appertaining
thereto upon compliance with the conditions set forth below in this Article.
Unless otherwise specified pursuant to Section 3.1, the Company's right, if any,
to effect defeasance pursuant to Section 4.4 or covenant defeasance pursuant to
Section 4.5 may only be exercised with respect to all of the Outstanding
Securities of a series and any coupons appertaining thereto.


                                       29
<PAGE>


    Section 4.4. Defeasance. Upon the Company's exercise of the option specified
in Section 4.3 applicable to this Section with respect to the Securities of a
series, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities and any coupons appertaining thereto (except as
specified below) on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section and in Section 4.7, payments in respect of the principal of, premium, if
any, and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due; (ii) the Company's obligations with respect
to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to
the payment of Additional Amounts, if any, payable with respect to such
Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Article 4. Subject to compliance with this Article 4, the Company may exercise
its option under this Section notwithstanding the prior exercise of its option
under Section 4.5 with respect to such Securities and any coupons appertaining
thereto. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

    Section 4.5. Covenant Defeasance. Upon the Company's exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of a series, the Company shall be released from its obligations under
Sections 7.1, 9.4 (other than the Company's obligation to maintain its corporate
existence), 9.5, 9.8, 9.9 and 9.10 and, if specified pursuant to Section 3.1,
its obligations under any other covenant, with respect to such Securities and
any coupons appertaining thereto on and after the date the conditions set forth
in Section 4.6 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to be
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 Sections 7.1, 9.4 (other than the Company's obligation to
maintain its corporate existence), 9.5, 9.8, 9.9 and 9.10 and any such other
covenant, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Securities and any coupons appertaining thereto, 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 Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or
such other 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 5.1(3) or 5.1(7) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.


                                       30
<PAGE>


    Section 4.6. Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of Section 4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

            (a) The Company shall have irrevocably deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 6.12 who shall agree in writing to comply with, and shall be
      entitled to the benefits of, the provisions of Sections 4.3 through 4.10
      inclusive and the last paragraph of Section 9.3 applicable to the Trustee,
      for purposes of such Sections also a "Trustee") as trust funds in trust
      for the purpose of making the payments referred to in clauses (x) and (y)
      of this Section 4.6(a), specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of such Securities and any
      coupons appertaining thereto, with instructions to the Trustee as to the
      application thereof, (A) money in an amount (in such currency in which
      such Securities and any coupons appertaining thereto are then specified as
      payable at Stated Maturity or, if such defeasance or covenant defeasance
      is to be effected in compliance with Section 4.6(g) below, on the relevant
      Redemption Date, as the case may be), or (B) if Securities of such series
      are not subject to repayment or repurchase at the option of Holders,
      Government Obligations applicable to such Securities and any coupons
      appertaining thereto (determined on the basis of the currency in which
      such Securities and coupons, if any, are then specified as payable at
      Stated Maturity or the applicable Redemption Date, as the case may be)
      which through the payment of interest and principal in respect thereof in
      accordance with their terms will provide (without consideration of any
      reinvestment of such principal and interest), not later than one day
      before the due date of any payment referred to in clause (x) or (y) of
      this Section 4.6(a), money in an amount or (C) a combination thereof in an
      amount, sufficient, in the opinion of any of the firms of independent
      certified public accountants listed in the last sentence of this clause
      (a), expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge, and which shall be applied by the Trustee
      to pay and discharge, (x) the principal of, and premium, if any, and
      interest, if any, on such Securities and any coupons appertaining thereto
      on the Stated Maturity of such principal or installment of principal or
      interest or on the applicable Redemption Date, as the case may be, and (y)
      any mandatory sinking fund payments applicable to such Securities on the
      day on which such payments are due and payable in accordance with the
      terms of this Indenture and such Securities and any coupons appertaining
      thereto. Any of Arthur Andersen, Deloitte & Touche, Ernst & Young, KPMG or
      PricewaterhouseCoopers shall issue the opinion and written certification
      called for above.

            (b) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a Default or Event of Default under,
      this Indenture or result in a breach or violation of, or constitute a
      default under, any other material agreement or instrument to which the
      Company is a party or by which it is bound.

            (c) In the case of an election under Section 4.4, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that (i)
      the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling, or (ii) 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
      shall confirm that, the Holders of such Securities and any coupons
      appertaining thereto will not recognize income, gain or loss for federal
      income tax purposes as a result of such 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 defeasance had not occurred.


                                       31
<PAGE>


            (d) In the case of an election under Section 4.5, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of such Securities and any coupons appertaining thereto 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.

            (e) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent to the defeasance under Section 4.4 or the covenant defeasance
      under Section 4.5 (as the case may be) have been complied with.

            (f) No Event of Default or Default with respect to such Securities
      or any coupons appertaining thereto shall have occurred and be continuing
      on the date of such deposit, or, insofar as Defaults in Events of Default
      under Sections 5.1(5) and 5.1(6) are concerned, at any time during the
      period ending on the 91st day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until the
      expiration of such period).

            (g) If the monies or Government Obligations or combination thereof,
      as the case may be, deposited under Section 4.6(a) above are sufficient to
      pay the principal of, and premium, if any, and interest, if any, on such
      Securities and coupons, if any, appertaining thereto provided such
      Securities are redeemed on a particular Redemption Date, the Company shall
      have given the Trustee irrevocable instructions to redeem such Securities
      on such date and to provide notice of such redemption to Holders as
      provided in or pursuant to this Indenture.

            (h) Such defeasance or covenant defeasance shall be effected in
      compliance with any additional or substitute terms, conditions or
      limitations which may be imposed on the Company in connection therewith as
      contemplated by Section 3.1.

    Section 4.7. Deposited Money and Government Obligations to Be Held in Trust.
Subject to the provisions of the last paragraph of Section 9.3, all money and
Government Obligations (or other property as may be provided pursuant to Section
3.1) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.6 in respect of any Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (other than the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

      Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 4.6(a) has been made, (a)
the Holder of a Security in respect of which such deposit was made is entitled
to, and does, elect pursuant to Section 3.1 or the


                                       32

<PAGE>
terms of such Security to receive payment in a currency other than that in which
the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in
which the deposit pursuant to Section 4.6(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of and premium, if any, and interest, if any, on such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the monies or
Government Obligations (or other property and any proceeds therefrom) deposited
in respect of such Security into the currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Foreign Currency in effect on the second Business Day
prior to each payment date, or (y) with respect to a Conversion Event, the
applicable market exchange rate for such Foreign Currency in effect (as nearly
as feasible) at the time of the Conversion Event.

         Section 4.8. Repayment to Company. Anything in this Article 4 to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 4.6(a)
with respect to the Securities of any series which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, of such Securities in
accordance with Section 4.6.

         Section 4.9. Indemnity for Government Obligations. The Company shall
pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest received on such Government Obligations.

         Section 4.10. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any monies or Government Obligations (or other property or any
proceeds therefrom) deposited pursuant to Section 4.6(a) in accordance with this
Indenture or the Securities of the applicable series by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 4.6(a) until such time as the Trustee or a Paying Agent is permitted to
apply such monies or Government Obligations (or other property or any proceeds
therefrom) in accordance with this Indenture and the Securities of such series;
provided, however, that if the Company makes any payment of principal of,
premium, if any, or interest on any Security of such series following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the cash and
Government Obligations (or other property or any proceeds therefrom) held by the
Trustee or Paying Agent.


                                       33

<PAGE>

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

         Section 5.1. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers' Certificate establishing the terms of such series pursuant to Section
3.1 of this Indenture:

                           (1) default in the payment of any interest on any
         Security of that series or any coupon appertaining thereto, or any
         Additional Amounts payable with respect to any Security of that series,
         when the same becomes due and payable and continuance of such default
         for a period of 30 days; or

                           (2) default in the payment of any principal of or
         premium, if any, on any Security of that series when the same becomes
         due and payable at its Maturity (whether at Stated Maturity, upon
         redemption, repurchase at the option of the Holder or otherwise), or
         default in the making of any mandatory sinking fund payment in respect
         of any Securities of that series when and as due by the terms of the
         Securities of that series; or

                           (3) default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture or any Security
         of such series (other than a covenant or warranty for which the
         consequences of breach or nonperformance are addressed elsewhere in
         this Section 5.1 or a covenant or warranty which has expressly been
         included in this Indenture, whether or not by means of a supplemental
         indenture, solely for the benefit of Securities of a series other than
         such series), and continuance of such default or breach for a period of
         60 days after there has been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in aggregate principal amount of the
         Outstanding Securities of such series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                           (4) default under any bond, note, debenture or other
         evidence of Debt of the Company (including an event of default with
         respect to any other series of Securities), or under any mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any Debt of the Company,
         whether such Debt exists on the date of this Indenture or shall
         hereafter be incurred or created, which results in such Debt in an
         aggregate principal amount exceeding $20,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, and such acceleration shall not be
         rescinded or annulled or such Debt shall not be paid in full, or there
         has not been deposited into trust a sum of money sufficient to pay in
         full such Debt, within a period of 30 days after there shall have been
         given, by registered or certified mail, to the Company



                                       34
<PAGE>


         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in aggregate principal amount of the Outstanding Securities
         of such series a written notice specifying such default and requiring
         the Company to cause such acceleration to be rescinded or annulled or
         to pay in full such Debt or to deposit into trust a sum of money
         sufficient to pay in full such Debt and stating that such notice is a
         "Notice of Default" hereunder; or

                           (5) the Company pursuant to or within the meaning of
         any Bankruptcy Law (A) commences a voluntary case or proceeding, (B)
         consents to the entry of an order for relief against it in an
         involuntary case or proceeding or to the commencement of any bankruptcy
         or insolvency case or proceeding against it, (C) consents to the
         appointment of a Custodian of it or for all or substantially all of its
         property; or (D) makes a general assignment for the benefit of its
         creditors; or

                           (6) a court of competent jurisdiction enters an order
         or decree under any Bankruptcy Law that (A) is for relief against the
         Company in an involuntary case, (B) appoints a Custodian of the Company
         or for all or substantially all of its property, (C) orders the winding
         up or liquidation of the Company , (D) adjudges the Company a bankrupt
         or insolvent or (E) approves as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         to the Company; and any such order or decree described in this clause
         (6) remains unstayed and in effect for 60 days; or

                           (7) any other Event of Default provided as
         contemplated by Section 3.1 with respect to Securities of that series.

                  The term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

         Section 5.2. Acceleration; Rescission and Annulment. If an Event of
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the Outstanding Securities of such series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the principal of (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) and accrued interest, if
any, on all the Securities of that series to be due and payable and upon any
such declaration such principal (or, in the case of Original Issue Discount
Securities or Indexed Securities, such specified amount) and interest, if any,
shall be immediately due and payable.

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



                                       35
<PAGE>


                           (1) the Company has paid or deposited with the
         Trustee a sum of money sufficient to pay (i) all overdue installments
         of interest on any Securities of such series and any coupons
         appertaining thereto which have become due otherwise than by such
         declaration of acceleration and any Additional Amounts with respect
         thereto, (ii) the principal of and any premium on any Securities of
         such series which have become due otherwise than by such declaration of
         acceleration and any Additional Amounts with respect thereto and, to
         the extent permitted by applicable law, interest thereon at the rate or
         rates borne by or provided for in such Securities, (iii) to the extent
         permitted by applicable law, interest upon installments of interest, if
         any, which have become due otherwise than by such declaration of
         acceleration and any Additional Amounts with respect thereto at the
         rate or rates borne by or provided for in such Securities, and (iv) all
         sums paid or advanced by the Trustee hereunder and the compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel and all other amounts due the Trustee under Section 6.9; and

                           (2) all Events of Default with respect to Securities
         of such series, other than the non-payment of the principal of, and
         interest on, and any Additional Amounts with respect to, Securities of
         such series which shall have become due solely by such declaration of
         acceleration, shall have been cured or waived as provided in Section
         5.7.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

                           (1) default is made in the payment of any interest on
         any Security or coupon, if any, or any Additional Amounts with respect
         to any Security when the same becomes due and payable and such default
         continues for a period of 30 days; or

                           (2) default is made in the payment of the principal
         of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, interest and
Additional Amounts, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal, premium, if
any, interest and Additional Amounts, if any, at the rate or rates borne by or
prescribed therefor in such Securities or coupons, if any, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay the money it is required to pay
the Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and any



                                       36
<PAGE>


coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities and any coupons appertaining thereto,
wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
necessary to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to secure any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of the
principal and any premium, interest and Additional Amounts owing and unpaid in
respect of such Securities and any coupons appertaining thereto and to file such
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 or counsel) and
of the Holders of Securities or any coupons allowed in such judicial proceeding,
and

                  (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any
Custodian in any such judicial proceeding is hereby authorized by each Holder of
Securities or any coupons 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 of Securities or any coupons, 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 6.9.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or any coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or any coupon in any such proceeding.

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding



                                       37
<PAGE>


instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery or judgment, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, shall be for the ratable benefit of each and
every Holder of a Security or coupon in respect of which such judgment has been
recovered.

         Section 5.6. Delay or Omission Not Waiver. No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall, to the extent permitted by applicable law,
impair any such right or remedy or constitute a waiver of or acquiescence in any
such Event of Default. Every right and remedy given by this Article 5 or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustees or by the Holders of
Securities or coupons, as the case may be.

         Section 5.7. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series by
written notice to the Trustee may waive on behalf of the Holders of all
Securities of such series any past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on, or Additional
Amounts, if any, with respect to, any Security of such series or any coupon
appertaining thereto or (ii) in respect of a covenant or provision hereof which
pursuant to Section 8.2 cannot be amended or modified without the consent of the
Holder of each Outstanding Security of such series affected. 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.

         Section 5.8. Control by Majority. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to Securities of that series; provided, however,
that (i) the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, (ii) the Trustee may refuse to follow any direction that is
unduly prejudicial to the rights of the Holders of Securities of such series not
consenting or that would in the good faith judgment of the Trustee have a
substantial likelihood of involving the Trustee in personal liability and (iii)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

         Section 5.9. Limitation on Suits by Holders. No Holder of any Security
of any series or any coupons appertaining thereto shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                           (1) the Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of such series;

                           (2) the Holders of at least 25% in aggregate
         principal amount of the Outstanding Securities of that series have made
         a written request to the Trustee to



                                       38
<PAGE>


         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                           (3) such Holder or Holders have offered to the
         Trustee indemnity satisfactory to the Trustee against any loss,
         liability or expense to be, or which may be, incurred by the Trustee in
         pursuing the remedy;

                           (4) the Trustee for 60 days after its receipt of such
         notice, request and the offer of indemnity has failed to institute any
         such proceedings; and

                           (5) during such 60 day period, the Holders of a
         majority in aggregate principal amount of the Outstanding Securities of
         such series have not given to the Trustee a direction inconsistent with
         such written request.

                  No one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.

         Section 5.10. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the Holder of any Security or coupon shall
have the right, which is absolute and unconditional, to receive payment of the
principal of, and premium, if any, and, subject to Sections 3.5 and 3.7,
interest on, and Additional Amounts, if any, with respect to, such Security and
such coupon on the respective due dates expressed in such Security or coupon
(or, in case of redemption, on the Redemption Date or, in the case of repurchase
by the Company at the option of such Holder, on any date such repurchase is due
to be made), and to institute suit for the enforcement of any such payment, and
such right, shall not be impaired or affected without the consent of such
Holder.

         Section 5.11. Application of Money Collected. If the Trustee collects
any money pursuant to this Article, it shall pay out the money in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: to the Trustee for amounts due under Section 6.9;

                  SECOND: to Holders of Securities and coupons in respect of
which or for the benefit of which such money has been collected for amounts due
and unpaid on such Securities for principal, premium, if any, interest and
Additional Amounts, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal,
premium, if any, interest and Additional Amounts, if any, respectively; and

                  THIRD: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.11. At least 15 days before such
record date, the Trustee shall mail to



                                       39
<PAGE>


each holder and the Company a notice that states the record date, the payment
date and the amount to be paid.

         Section 5.12. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         Section 5.13. Rights and Remedies Cumulative. To the extent permitted
by applicable law and except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         Section 5.14. Waiver of Stay or Extension Laws. The Company covenants
that (to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
indenture; and the Company expressly waives (to the extent that it may lawfully
do so) all benefit or advantage of any such law and covenants (to the extent it
may lawfully do so) 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.

         Section 5.15. Undertaking for Costs. All parties to this indenture
agree, and each holder of any security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, 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 trustee, the filing
by any party litigant in such suit of any undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.15
shall not apply to any suit instituted by the trustee, to any suit instituted by
any holder, or group of holders, holding in the aggregate more than 10% in
principal amount of outstanding securities of any series, or to any suit
instituted by any holder for the enforcement of the payment of the principal of,
or premium, if any, or interest, if any, on or additional amounts, if any, with
respect to any security on or after the respective stated maturities expressed
in such security (or, in the case of redemption, on or after the redemption
date, or, in the case of repurchase by the company at the option of the holder,
on or after the date for repurchase).



                                       40
<PAGE>


                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities of the Trustee.

                  (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act and no implied duties shall be
inferred against the Trustee.

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

         Section 6.2. Rights of Trustee. Subject to the provisions of the Trust
Indenture Act:

                  (a) The Trustee may conclusively rely and shall be fully
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 party or
parties. The Trustee need not investigate any fact or matter stated in the
document but the Trustee may, in its discretion, make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the expense of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry.

                  (b) Any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 3.3, which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution.

                  (c) Before the Trustee acts or refrains from acting, it may
consult with counsel of its own selection (who may be in-house counsel) or
require an Officers' Certificate. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on a Board Resolution, the
written advice of counsel, who may be an attorney for the Company, an Officers'
Certificate or an Opinion of Counsel.

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

                  (e) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

                  (f) The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its rights or powers.



                                       41
<PAGE>


                  (g) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

                  (h) The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith and without negligence in
accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

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

                  (j) The Trustee's rights to immunities and protection from
liability hereunder and its rights to payment of its fees and expenses shall
survive termination of this Agreement and its resignation or removal.

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

         Section 6.3. Trustee May Hold Securities. The Trustee, any Paying
Agent, any Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company and an Affiliate or Subsidiary of the Company with the
same rights it would have if it were not Trustee, Paying Agent, Registrar or
such other agent.

         Section 6.4. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed upon in writing with the
Company.

         Section 6.5. Trustee's Disclaimer. The recitals contained herein and in
the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity, adequacy or priority of this Indenture or the Securities or any
coupon. The Trustee shall not be accountable for the Company's use of the
proceeds from the Securities or for monies paid over to the Company pursuant to
the Indenture.

         Section 6.6. Notice of Defaults. If a Default occurs and is continuing
with respect to the Securities of any series and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit by mail, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of all Defaults known to it unless



                                       42
<PAGE>


such Default shall have been cured or waived; provided, however, that in the
case of a Default in payment on the Securities of any series, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of
Holders of Securities of that series; and provided, further, that in the case of
any Default of the character specified in Section 5.1(3) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

                  The Trustee shall not be deemed to have notice of a Default or
an Event of Default unless (i) the Trustee has received written notice thereof
from the Company or any Holder or (ii) a Responsible Officer of the Trustee
shall have actual knowledge thereof as evidenced in writing. Except as otherwise
expressly provided herein, the Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein, or of any of the documents executed in
connection with the Securities, or as to the existence of a Default or an Event
of Default thereunder.

         Section 6.7. Reports by Trustee to Holders. Within 60 days after each
November 15 of each year commencing with the first November 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act a brief report dated as of such November 15 if required by and in
compliance with Section 313(a) of the Trust Indenture Act.

         Section 6.8. Securityholder 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 Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, 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, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of
Holders of Securities of each such series. If there are Bearer Securities of any
series outstanding, even if the Trustee is the Registrar, the Company shall
furnish to the Trustee such a list containing such information with respect to
Holders of such Bearer Securities only.

         Section 6.9. Compensation and Indemnity.

                  (a) The Company shall pay to the Trustee such compensation as
the Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all out-of-pocket expenses incurred
by it in connection with the performance of its duties under this Indenture,
except any such expense as shall be determined to have been caused by its own
negligence or willful misconduct. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

                  (b) The Company shall fully indemnify the Trustee for, and
hold it harmless against, any and all loss or liability, damage, claim or
expense including taxes (other than taxes based upon or determined or measured
by the income of the Trustee) incurred by it arising out of or in connection
with its acceptance or administration of the trust or trusts hereunder,
including



                                       43
<PAGE>


the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  (c) The Company need not reimburse any expense or indemnify
against any loss or liability determined by a court of competent jurisdiction to
have been caused by the Trustee through its own negligence or willful
misconduct.

                  (d) To secure the payment obligations of the Company pursuant
to this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, in its
capacity as Trustee, except that held in trust to pay principal, premium, if
any, and interest on and Additional Amounts, if any, with respect to particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or Section
5.1(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture and the registration or removal of the Trustee. All
indemnifications and releases from liability granted in this Article 6 to the
Trustee shall extend to its directors, officers, employees and agents and to the
Trustee and to each Paying Agent and Registrar. Whether or not expressly
provided for herein, every provision of this Indenture relating to the conduct
or affecting the liability of the Trustee shall be subject to the provision of
this Article 6.

         Section 6.10. Replacement of Trustee.

                  (a) The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of any series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (c) The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the Company's consent.



                                       44
<PAGE>


                  If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the Trustee being removed may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (d) If at any time:

                           (1) the Trustee fails to comply with Section 310(b)
         of the Trust Indenture Act after written request therefor by the
         Company or by any Holder who has been a bona fide Holder of a Security
         for at least six months, or

                           (2) the Trustee shall cease to be eligible under
         Section 310(a) of the Trust Indenture Act and shall fail to resign
         after written request therefor by the Company or by any Holder of a
         Security who has been a bona fide Holder of a Security for at least six
         months; or

                           (3) the Trustee becomes incapable of acting, is
         adjudged a bankrupt or an insolvent or a receiver or public officer
         takes charge of the Trustee or its property or affairs for the purpose
         of rehabilitation, conservation or liquidation, then, in any such case,
         (i) the Company by or pursuant to a Board Resolution may remove the
         Trustee with respect to all Securities, or (ii) subject to Section
         315(e) of the Trust Indenture Act, any Holder who has been a bona fide
         Holder of a Security for at least six months may, on behalf of himself
         and all others similarly situated, petition any court of competent
         jurisdiction for the removal of the Trustee with respect to all
         Securities and the appointment of a successor Trustee or Trustees.

                  (e) if the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company, by or pursuant to Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.



                                       45
<PAGE>


         Section 6.11. Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee, without
further act, deed or conveyance, shall become vested with all the rights, powers
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein such successor Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.



                                       46
<PAGE>


                  (e) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 1.6.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust office.

         Section 6.12. Eligibility; Disqualification. There shall at all times
be a Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $50,000,000 (or, in the case of a Trustee which is a
subsidiary of a bank holding company, which Trustee shall have a combined
capital and surplus of at least $10,000,000 and whose ultimate parent bank
holding company shall have a combined capital and surplus of at least
$50,000,000). If such corporation (or ultimate parent bank holding company, as
the case may be) publishes reports of condition at least annually, pursuant to
law or the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation (or ultimate parent bank
holding company, as the case may be) shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         Section 6.13. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 6.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in



                                       47
<PAGE>


good standing under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

                  This is one of the Securities of the series described in the
within-mentioned Indenture.


                                               ---------------------------------
                                               Trustee

                                               By
                                                  ------------------------------
                                                  as Authenticating Agent

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

                                               Dated:
                                                     ---------------------------



                                       48
<PAGE>


                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

         Section 7.1. Consolidation, Merger or Sale of Assets Permitted. The
Company shall not consolidate or merge with or into, or sell, convey, assign,
transfer, lease or otherwise dispose of all or substantially all of its assets
to, any Person unless:

                           (1) the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or which acquires
         the Company's assets, is a corporation organized and existing under the
         laws of the United States of America, any state thereof or the District
         of Columbia;

                           (2) the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or which acquires
         the Company's assets, expressly assumes by supplemental indenture all
         the obligations of the Company under the Securities and this Indenture;
         and

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

                  The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate and an Opinion of Counsel each stating that
the proposed transaction and such supplemental indenture comply with this
Indenture and that all conditions precedent to the consummation of the
transaction under this Indenture have been met.

         Section 7.2. Successor Person Substituted for Company. Upon any
consolidation by the Company with or merger of the Company into any other Person
or any sale, conveyance, assignment, transfer, lease or other disposition of all
or substantially all of the assets of the Company to any Person in accordance
with Section 7.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such sale, conveyance, assignment,
transfer, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture, the Securities and the coupons.



                                       49
<PAGE>


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

         Section 8.1. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

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

                           (2) to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Company; or

                           (3) to add any additional Events of Default with
         respect to all or any series of Securities; or

                           (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Bearer Securities (including, without limitation, to
         provide that Bearer Securities may be registrable as to principal only)
         or to facilitate the issuance of Securities in global form; or

                           (5) to amend or supplement any provision contained
         herein or in any supplemental indenture (which amendment or supplement
         may apply to one or more series of Securities or to one or more
         Securities within any series as specified in such supplemental
         indenture), provided that such amendment or supplement does not apply
         to any Outstanding Security issued prior to the date of such
         supplemental indenture and entitled to the benefits of such provision;
         or

                           (6) to secure the Securities; or

                           (7) to establish the form or terms of Securities of
         any series as permitted by Sections 2.1 and 3.1; or

                           (8) to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.11; or

                           (9) if allowed without penalty under applicable laws
         and regulations, to permit payment in the United States of principal,
         premium, if any, or interest, if any, on Bearer Securities or coupons,
         if any; or



                                       50
<PAGE>


                           (10) to cure any ambiguity or correct any mistake or
         to correct or supplement any provision herein which may be inconsistent
         with any other provision herein or to make any other provisions with
         respect to matters or questions arising under this Indenture, provided
         such action shall not adversely affect the interests of any Holder of
         Securities of any series; or

                           (11) to make any change to comply with the Trust
         Indenture Act of 1939 or any amendment thereof, or any requirement of
         the Securities and Exchange Commission in connection with the
         qualification of this Indenture under the Trust Indenture Act of 1939
         or any amendment thereof.

         Section 8.2. Supplemental Indentures With Consent of Holders. With the
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee
may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of such Securities; provided, however, that without the consent of the Holder of
each Outstanding Security affected thereby, an amendment under this Section may
not:

                           (1) change the Stated Maturity of the principal of or
         premium, if any, on or of any installment of principal of or premium,
         if any, or interest, if any, on, or Additional Amounts, if any, with
         respect to, any Security, or reduce the principal amount of, or any
         installment of principal of, or premium, if any, or interest, if any,
         on, or any Additional Amounts payable with respect to, any Security or
         the rate of interest on any Security, or reduce the amount of premium,
         if any, payable upon redemption of any Security or the repurchase by
         the Company of any Security at the option of the Holder thereof, or
         change the manner in which the amount of any principal thereof or
         premium, if any, or interest thereon or Additional Amounts, if any,
         with respect thereto is determined, or reduce the amount of the
         principal of any Original Issue Discount Security or Indexed Security
         that would be due and payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 5.2, or change the currency in
         which any Securities or any premium or the interest thereon or
         Additional Amounts, if any, with respect thereto, is payable, or change
         the index, securities or commodities with reference to which or the
         formula by which the amount of principal or any premium or the interest
         thereon is determined, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date or, in
         the case of repurchase by the Company at the option of the Holder, on
         or after the date for repurchase);

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



                                       51
<PAGE>


                           (3) change any obligation of the Company to maintain
         an office or agency in the places and for the purposes specified in
         Section 9.2; or

                           (4) make any change in Section 5.7 or this 8.2 except
         to increase any percentage or to provide that certain other provisions
         of this Indenture cannot be modified or waived without the consent of
         the Holders of each Outstanding Security affected thereby.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                  It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

         Section 8.3. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities of one or more series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

         Section 8.4. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         Section 8.5. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

         Section 8.6. Reference in Securities to Supplemental Indentures.
Securities, including any coupons, of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities including any coupons of such series.



                                       52
<PAGE>


                                    ARTICLE 9

                                    COVENANTS

         Section 9.1. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, and premium,
if any, and interest on, and Additional Amounts, if any, with respect to, the
Securities of that series in accordance with the terms of the Securities of such
series, any coupons appertaining thereto and this Indenture. An installment of
principal, premium, if any, interest or Additional Amounts, if any, shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay the installment.

         Section 9.2. Maintenance of Office or Agency. If Securities of a series
are issued as Registered Securities, the Company will maintain in each Place of
Payment for such series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series which is located outside the United States where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that if the Securities of that series are listed
on any stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for that series which is located outside
the United States, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                  Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or coupon for payment, even if the payment would be credited to an
account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium or interest on any such Bearer Security shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium or interest, as the case may be, at all offices or
agencies outside the



                                       53
<PAGE>


United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any coupons, if any)
of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities (including any coupons, if any) of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

                  Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates the Borough of Manhattan, The City of New York, as
the Place of Payment for each series of Securities and initially appoints the
Trustee, at its offices which on the date of this Indenture are located at The
Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, as
the Company's agency in the Borough of Manhattan, The City of New York for the
foregoing purposes and as Registrar and Paying Agent. The Company may
subsequently appoint a different office or agency in the Borough of Manhattan,
The City of New York and a different Registrar and Paying Agent for the
Securities of any series.

         Section 9.3. Money for Securities Payments to Be Held in Trust;
Unclaimed Money. If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of, or premium, if any, or interest on, or Additional Amounts, if
any, with respect to, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee in writing of its action or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                           (1) hold all sums held by it for the payment of the
         principal of, premium, if any, or interest on or Additional Amounts, if
         any, with respect to the Securities of that series in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                           (2) give the Trustee notice of any default by the
         Company (or any other obligor upon the Securities of that series) in
         the making of any payment of principal, premium, if any, or interest on
         the Securities; and

                           (3) at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.



                                       54
<PAGE>


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

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

         Section 9.4. Corporate Existence. Except as provided in Article 7, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if, in
the opinion of the Company, such abandonment or termination is in the best
interests of the Company and not prejudicial in any material respect to the
Holders of the Securities.

         Section 9.5. Insurance. The Company covenants and agrees that it will
maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in such amounts
and covering such risks as are consistent with sound business practice for
corporations engaged in the same or similar business similarly situated. In lieu
of the foregoing or in combination therewith, in case of itself or of any one or
more of its Subsidiaries, the Company will maintain or cause to be maintained a
system or systems of self-insurance which will accord with the financially sound
and approved practices of companies owning or operating properties of a similar
character and maintaining such systems.

         Section 9.6. Reports by the Company. The Company covenants:

                  (a) to file with the Trustee, within 30 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities



                                       55
<PAGE>


Exchange Act of 1934, as amended; or, if the Company is not required to file
information, documents or reports pursuant to either of such Sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;

                  (b) to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by
the Company with the conditions and covenants provided for in this Indenture, as
may be required from time to time by such rules and regulations; and

                  (c) to transmit to all Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section 9.6, as may be required by the rules
and regulations prescribed from time to time by the Commission.

                  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,
including the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 9.7. Annual Review Certificate; Notice of Defaults or Events of
Default.

                  (a) The Company covenants and agrees to deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section 9.7, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

                  (b) The Company covenants and agrees to deliver to the
Trustee, promptly after the Company becomes aware of the occurrence of a Default
or an Event of Default of the character specified in Section 5.1(4) hereof,
written notice of the occurrence of such Default or Event of Default.

         Section 9.8. Limitation on Liens.

                  (a) The Company will not, and will not permit any Subsidiary
to, incur, assume or guarantee any Debt secured by a Lien on any shares of
capital stock of, or other ownership interests in, any Restricted Subsidiary
("Secured Debt") (whether such capital stock or ownership interests are owned or
outstanding at the date of this Indenture or thereafter acquired or issued, as
the case may be) if, immediately after giving effect thereto, the aggregate
principal amount of all Secured Debt (other than Excluded Debt) would exceed 15%
of the



                                       56
<PAGE>


Company's Consolidated Net Tangible Assets, unless the Company provides,
concurrently with or prior to the incurrence, assumption or guarantee of such
Secured Debt, that the Securities shall be secured equally and ratably with (or,
at the option of the Company, prior to) such Secured Debt.

                  (b) The provisions set forth in Section 9.8(a) shall not apply
to Debt secured by the following Liens ("Excluded Debt"): (i) (A) Liens existing
as of the date of this Indenture or (B) Liens relating to contracts entered into
by the Company or any Subsidiary prior to the date of this Indenture; (ii) Liens
securing all or any part of the indebtedness incurred pursuant to that certain
Credit Agreement, dated as of February 10, 2000, by and among the Company, as
Borrower, Bank of America, N.A., as Administrative Agent, Chase Securities Inc.,
as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation
Agent, Paribas, as Co-Documentation, and various financial institutions and
other persons from time to time parties thereto, as Lenders; (iii) Liens on any
shares of capital stock or other ownership interests existing at the time of
acquisition thereof (whether such acquisition is direct or by merger,
acquisition of stock or assets or otherwise) by the Company or any of its
Subsidiaries, provided such Liens were not created in contemplation of or in
connection with such acquisition; (iv) Liens securing Debt owing by any
Subsidiary to the Company or to any other Subsidiary; (v) Liens in favor of
governmental bodies to secure advance, progress or other payments pursuant to
any contract or statute; (vi) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements; (vii) Liens for taxes not yet due or which are
being contested by the Company in good faith; and (viii) Liens for the sole
purpose of extending, renewing or replacing in whole or in part the Debt secured
thereby referred to in the foregoing clauses (i) to (vii), inclusive, or in this
clause (viii); provided, however, that the Debt excluded pursuant to this clause
(viii) shall be excluded only in an amount not to exceed the principal amount of
Debt so secured at the time of such extension, renewal or replacement, and that
such extension, renewal or replacement shall be limited to all or part of the
shares of capital stock or other ownership interests, as the case may be,
subject to the Lien so extended, renewed or replaced.

         Section 9.9. Books of Record and Account; Compliance with Law.

                  (a) The Company will keep, and will cause each Subsidiary to
keep, proper books of record and account, either on a consolidated or individual
basis. The Company shall cause its books of record and account to be examined by
one or more firms of independent public accountants not less frequently than
annually. The Company shall prepare its financial statements in accordance with
GAAP.

                  (b) The Company shall, and shall cause each of its
Subsidiaries to, comply with all statutes, laws, ordinances, or government rules
and regulations to which it is subject, non-compliance with which would
materially adversely affect the business, prospects, earnings, properties,
assets or condition, financial or otherwise, of the Company and its Subsidiaries
taken as a whole.

         Section 9.10. Taxes. The Company shall, and shall cause each of its
Subsidiaries to, pay or discharge or cause to be paid or discharged prior to
delinquency all taxes, assessments and



                                       57
<PAGE>


governmental levies the non-payment of which would materially adversely affect
the business, prospects, earnings, properties, assets or condition, financial or
otherwise, of the Company and its Subsidiaries taken as a whole except those
taxes, assessments and governmental levies whose amount, applicability or
validity is being contested in good faith and by appropriate proceedings.

         Section 9.11. Additional Amounts. If any Securities of a series provide
for the payment of Additional Amounts pursuant to Section 3.1(b)(18), the
Company agrees to pay to the Holder of each such Security or any coupon
appertaining thereto Additional Amounts as provided in or pursuant to this
Indenture or such Securities. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or any coupon appertaining thereto,
such mention shall be deemed to include mention of the payment of any Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture
or the Securities of any series, if the Securities of a series provide for the
payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or similar governmental charge described in the terms of the
Securities of such series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons, and the
Company agrees to pay to the Trustee or such Paying Agent on or prior to the
date such payment is due the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

         Section 9.12. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) written
notice specifying the amount of 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.



                                       58
<PAGE>


                                   ARTICLE 10

                                   REDEMPTION

         Section 10.1. Applicability of Article. Securities (including coupons,
if any) of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for Securities of any series) in accordance with
this Article.

         Section 10.2. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities, including coupons, if any, shall be
evidenced by or pursuant to a Board Resolution. In the case of any redemption at
the election of the Company of less than all the Securities or coupons, if any,
of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (i) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (ii) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

         Section 10.3. Selection of Securities to Be Redeemed. Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
(including coupons, if any) of a series with the same terms are to be redeemed,
the Trustee, not more than 45 days prior to the Redemption Date, shall select
the Securities of the series to be redeemed in such manner as the Trustee shall
deem fair and appropriate. The Trustee shall make the selection from Securities
of the series that are Outstanding and that have not previously been called for
redemption and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for Securities
of that series. The Trustee shall promptly notify the Company in writing of the
Securities selected by the Trustee for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

                  For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities (including
coupons, if any) shall relate, in the case of any Securities (including coupons,
if any) redeemed or to be redeemed only in part, to the portion of the principal
amount of such Securities (including coupons, if any) which has been or is to be
redeemed.

         Section 10.4. Notice of Redemption. Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

                  All notices of redemption shall state:



                                       59
<PAGE>


                           (1) the Redemption Date;

                           (2) the Redemption Price;

                           (3) if less than all the Outstanding Securities of a
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Security
         or Securities to be redeemed;

                           (4) in case any Security is to be redeemed in part
         only, the notice which relates to such Security shall state that on and
         after the Redemption Date, upon surrender of such Security, the holder
         will receive, without a charge, a new Security or Securities of
         authorized denominations for the principal amount thereof remaining
         unredeemed;

                           (5) the Place or Places of Payment where such
         Securities, together in the case of Bearer Securities with all coupons
         appertaining thereto, if any, maturing after the Redemption Date, are
         to be surrendered for payment of the Redemption Price;

                           (6) that Securities of the series called for
         redemption and all unmatured coupons, if any, appertaining thereto must
         be surrendered to the Paying Agent to collect the Redemption Price;

                           (7) that, on the Redemption Date, the Redemption
         Price, together with (except as otherwise set forth in Section 10.6 or
         as may otherwise be specified with respect to such Securities pursuant
         to Section 3.1) accrued and unpaid interest, if any, on and Additional
         Amounts, if any, with respect to the Securities (or portions thereof)
         to be redeemed, will become due and payable upon each such Security, or
         the portion thereof, to be redeemed and, if applicable, that interest
         thereon will cease to accrue on and after said date;

                           (8) that the redemption is for a sinking fund, if
         such is the case;

                           (9) that, unless otherwise specified in such notice,
         Bearer Securities of any series, if any, surrendered for redemption
         must be accompanied by all coupons maturing subsequent to the
         Redemption Date or the amount of any such missing coupon or coupons
         will be deducted from the Redemption Price, unless security or
         indemnity satisfactory to the Company, the Trustee and any Paying Agent
         is furnished; and

                           (10) the CUSIP number, if any, of the Securities.

                  Notice of redemption of Securities to be redeemed shall be
given by the Company or, at the Company's request, by the Trustee in the name
and at the expense of the Company.

         Section 10.5. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article 11, segregate and hold in
trust as provided in Section 9.3) an amount of money in the currency in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section



                                       60
<PAGE>


3.1 for the Securities of such series) sufficient to pay on the Redemption Date
the Redemption Price of, and (unless the Redemption Date shall be an Interest
Payment Date) interest accrued to the Redemption Date on, all Securities or
portions thereof which are to be redeemed on that date.

                  Unless any Security by its terms prohibits any sinking fund
payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

         Section 10.6. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified (together with (except as otherwise set forth in this Section
10.6 or as may otherwise be specified with respect to such Securities pursuant
to Section 3.1) accrued interest, if any, thereon and Additional Amounts, if
any, with respect thereto to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for any such interest appertaining to any Bearer Security so to be redeemed,
except to the extent provided below, shall be void. Except as provided in the
next succeeding paragraph, upon surrender of any such Security, including
coupons, if any, for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest and Additional Amounts, if any, to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 9.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.



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<PAGE>


                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
or prescribed therefor in the Security.

         Section 10.7. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part at any Place of Payment therefor (with, if the Company
or the Trustee so required, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities of the same
series, having the same form, terms and Stated Maturity, in any authorized
denomination equal in aggregate principal amount to the unredeemed portion of
the principal amount of the Security surrendered.

                                   ARTICLE 11

                                  SINKING FUNDS

         Section 11.1. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.
The Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 11.3. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering



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and crediting Securities of that series pursuant to Section 11.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first above written.


                                    FIDELITY NATIONAL FINANCIAL, INC.


                                    By: /s/ MARLAN WALKER
                                        ----------------------------------------
                                        Name: Marlan Walker
                                        Title: Executive Vice President, Legal

                                    By: /s/ HILARY BURKEMPER
                                        ----------------------------------------
                                        Name: Hilary Burkemper
                                        Title: Assistant Corporate Secretary

                                    THE BANK OF NEW YORK


                                    By: /s/ MICHAEL PITFICK
                                        ----------------------------------------
                                        Name: Michael Pitfick



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