<PAGE>

                                                                     Exhibit 4.1


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                             STANDARD PACIFIC CORP.

                       Senior Subordinated Debt Securities

                                    Indenture

                           Dated as of April 10, 2002

                      Bank One Trust Company, N.A., Trustee





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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE..............................................    1
    Section 1.01.   Definitions.....................................................................    1
    Section 1.02.   Other Definitions...............................................................    7
    Section 1.03.   Incorporation by Reference of Trust Indenture Act...............................    7
    Section 1.04.   Rules of Construction...........................................................    8

ARTICLE TWO THE SECURITIES..........................................................................    8
    Section 2.01.   Form and Dating.................................................................    8
    Section 2.02.   Execution and Authentication....................................................   10
    Section 2.03.   Registrar and Paying Agent......................................................   10
    Section 2.04.   Paying Agent to Hold Money in Trust.............................................   10
    Section 2.05.   Securityholder Lists............................................................   11
    Section 2.06.   Transfer and Exchange...........................................................   11
    Section 2.07.   Replacement Securities..........................................................   11
    Section 2.08.   Outstanding Securities..........................................................   12
    Section 2.09.   Temporary Securities............................................................   12
    Section 2.10.   Cancellation....................................................................   12
    Section 2.11.   Defaulted Interest..............................................................   12
    Section 2.12.   Treasury Securities.............................................................   13
    Section 2.13.   CUSIP Numbers...................................................................   13
    Section 2.14.   Deposit of Moneys...............................................................   13
    Section 2.15.   Book-Entry Provisions for Global Security.......................................   13

ARTICLE THREE REDEMPTION............................................................................   14
    Section 3.01.   Notices to Trustee..............................................................   14
    Section 3.02.   Selection of Securities to be Redeemed..........................................   15
    Section 3.03.   Notice of Redemption............................................................   15
    Section 3.04.   Effect of Notice of Redemption..................................................   15
    Section 3.05.   Deposit of Redemption Price.....................................................   16
    Section 3.06.   Securities Redeemed in Part.....................................................   16

ARTICLE FOUR COVENANTS..............................................................................   16
    Section 4.01.   Payment of Securities...........................................................   16
    Section 4.02.   Maintenance of Office or Agency.................................................   16
    Section 4.03.   Compliance Certificate..........................................................   16
    Section 4.04.   Maintenance of Corporate Existence..............................................   16

ARTICLE FIVE SUCCESSOR CORPORATION..................................................................   17
    Section 5.01.   When Company May Merge, etc.....................................................   17

ARTICLE SIX DEFAULTS AND REMEDIES...................................................................   17
</TABLE>

                                       i

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<TABLE>
<S>                                                                                                  <C>
    Section 6.01.   Events of Default...............................................................    17
    Section 6.02.   Acceleration....................................................................    18
    Section 6.03.   Other Remedies..................................................................    19
    Section 6.04.   Waiver of Existing Defaults.....................................................    19
    Section 6.05.   Control by Majority.............................................................    19
    Section 6.06.   Limitation on Suits.............................................................    19
    Section 6.07.   Rights of Holders to Receive Payment............................................    20
    Section 6.08.   Collection Suit by Trustee......................................................    20
    Section 6.09.   Trustee May File Proofs of Claim................................................    20
    Section 6.10.   Priorities......................................................................    20
    Section 6.11.   Undertaking for Costs...........................................................    21

ARTICLE SEVEN TRUSTEE...............................................................................    21
    Section 7.01.   Duties of Trustee...............................................................    21
    Section 7.02.   Rights of Trustee...............................................................    22
    Section 7.03.   Individual Rights of Trustee....................................................    23
    Section 7.04.   Trustee's Disclaimer............................................................    23
    Section 7.05.   Notice of Defaults..............................................................    23
    Section 7.06.   Reports by Trustee to Holders...................................................    23
    Section 7.07.   Compensation and Indemnity......................................................    24
    Section 7.08.   Replacement of Trustee..........................................................    24
    Section 7.09.   Successor Trustee by Merger, etc................................................    25
    Section 7.10.   Eligibility; Disqualification...................................................    25
    Section 7.11.   Preferential Collection of Claims Against Company...............................    25

ARTICLE EIGHT DISCHARGE OF INDENTURE................................................................    25
    Section 8.01.   Defeasance upon Deposit of Moneys or U.S. Government Obligations................    25
    Section 8.02.   Survival of the Company's Obligations...........................................    28
    Section 8.03.   Application of Trust Money......................................................    28
    Section 8.04.   Repayment to the Company........................................................    28
    Section 8.05.   Reinstatement...................................................................    29

ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS....................................................    29
    Section 9.01.   Without Consent of Holders......................................................    29
    Section 9.02.   With Consent of Holders.........................................................    30
    Section 9.03.   Compliance with Trust Indenture Act.............................................    31
    Section 9.04.   Revocation and Effect of Consents...............................................    31
    Section 9.05.   Notation on or Exchange of Securities...........................................    31
    Section 9.06.   Trustee to Sign Amendments, etc.................................................    31

ARTICLE TEN MISCELLANEOUS                                                                               32
    Section 10.01.  Trust Indenture Act Controls....................................................    32
    Section 10.02.  Notices.........................................................................    32
    Section 10.03.  Communications by Holders with Other Holders....................................    33
    Section 10.04.  Certificate and Opinion as to Conditions Precedent..............................    33
    Section 10.05.  Statements Required in Certificate or Opinion...................................    33
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                  <C>
    Section 10.06.  Rules by Trustee and Agents.....................................................    33
    Section 10.07.  Legal Holidays..................................................................    34
    Section 10.08.  Governing Law...................................................................    34
    Section 10.09.  No Adverse Interpretation of Other Agreements...................................    34
    Section 10.10.  No Recourse Against Others......................................................    34
    Section 10.11.  Successors and Assigns..........................................................    34
    Section 10.12.  Duplicate Originals.............................................................    34
    Section 10.13.  Severability....................................................................    34

ARTICLE ELEVEN SUBORDINATION OF SECURITIES..........................................................    34
    Section 11.01.  Securities Subordinated to Senior Indebtedness..................................    34
    Section 11.02.  No Payment on Securities in Certain Circumstances...............................    35
    Section 11.03.  Payment Over of Proceeds upon Dissolution, etc..................................    36
    Section 11.04.  Subrogation.....................................................................    37
    Section 11.05.  Obligations of Company Unconditional............................................    37
    Section 11.06.  Notice to Trustee...............................................................    38
    Section 11.07.  Reliance on Judicial Order or Certificate of Liquidating Agent..................    39
    Section 11.08.  Trustee's Relation to Senior Indebtedness.......................................    39
    Section 11.09.  Subordination Rights Not Impaired by Acts or Omissions of the Company or
                    Holders of Senior Indebtedness..................................................    39
    Section 11.10.  Securityholders Authorize Trustee To Effectuate Subordination of Securities.....    39
    Section 11.11.  This Article Not to Prevent Events of Default...................................    40
    Section 11.12.  Trustee's Compensation Not Prejudiced...........................................    40
    Section 11.13.  No Waiver of Subordination Provisions...........................................    40
    Section 11.14.  Certain Payments May Be Paid Prior to Dissolution...............................    40

SIGNATURES          ................................................................................    42

EXHIBIT A           ................................................................................   A-1
</TABLE>

                                      iii

<PAGE>

                              CROSS-REFERENCE TABLE

     This Cross-Reference Table is not a part of the Indenture.

TIA Indenture Section                                                 Section
---------------------                                                 -------

310(a)(1) ...............................................................7.10
(a)(2) ..................................................................7.10
(a)(3) ..................................................................N.A.
(a)(4) ..................................................................N.A.
(b) ........................................................7.08; 7.10; 10.02
311(a) ..................................................................7.11
(b) .....................................................................7.11
(c) .....................................................................N.A.
312(a) ..................................................................2.05
(b) .....................................................................10.03
(c) .....................................................................10.03
313(a) ..................................................................7.06
(b)(1) ..................................................................N.A.
(b)(2) ..................................................................7.06
(c) ....................................................................10.02
(d) .....................................................................7.06
314(a) ...........................................................4.02; 10.02
(b) .....................................................................N.A.
(c)(1) .................................................................10.04
(c)(2) .................................................................10.04
(c)(3) ..................................................................N.A.
(d) .....................................................................N.A.
(e) ....................................................................10.05
315(a) ...............................................................7.01(b)
(b) ..............................................................7.05; 10.02
(c) ..................................................................7.01(a)
(d) ..................................................................7.01(c)
(e) .....................................................................6.11
316(a)(last sentence) ..................................................10.06
(a)(1)(A) ...............................................................6.05
(a)(1)(B) ...............................................................6.04
(a)(2) ..................................................................N.A.
(b) .....................................................................6.07
317(a)(1) ...............................................................6.08
(a)(2) ..................................................................6.09
(b) .....................................................................2.04
318(a) .................................................................10.01

N.A. means Not Applicable.

                                       iv

<PAGE>

     INDENTURE dated as of April 10, 2002, by and between Standard Pacific
Corp., a Delaware corporation (the "Company"), and Bank One Trust Company, N.A.
(the "Trustee"). Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):

                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.
                   -----------

     To the extent terms defined herein differ from any Authorizing Resolution
or supplemental indenture pertaining to any Series of Securities, the
definitions in such Authorizing Resolution or supplemental indenture will govern
with respect to such Series.

     "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 the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct or cause the direction of 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.

     "Agent" means any Registrar, Paying Agent or co-Registrar or agent for
service of notices and demands.

     "Authorizing Resolution" means a resolution adopted by the Board of
Directors or by an Officer or committee of Officers pursuant to Board delegation
authorizing a Series of Securities.

     "Bank Credit Facility" means the Revolving Credit Facility, any other bank
credit agreement or credit facility entered into in the future by the Company or
any Restricted Subsidiary and any other agreement (including all related
ancillary agreements) pursuant to which any of the Indebtedness, Obligations,
commitments, costs, expenses, fees, reimbursements and other indemnities payable
or owing under the Revolving Credit Facility or any other bank credit agreement
or credit facility (or under any subsequent Bank Credit Facility) may be
refinanced, restructured, renewed, extended, refunded, replaced or increased, as
any such Revolving Credit Facility, bank credit agreement, credit facility or
other agreement may from time to time at the option of the parties thereto be
amended, renewed, supplemented or otherwise modified.

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

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

                                        1

<PAGE>

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

     "Capitalized Lease Obligations" means any obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP.

     "Company" means the party named as such in this Indenture until a successor
replaces it pursuant to the Indenture and thereafter means the successor.

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

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

     "Designated Senior Indebtedness" means (i) any Indebtedness under any Bank
Credit Facility and (ii) any Senior Indebtedness under any institutional credit
agreement or any other Senior Indebtedness which, at the time of determination,
has an aggregate principal amount outstanding of at least $25.0 million if the
instrument governing such Senior Indebtedness expressly states that such
Indebtedness is "Designated Senior Indebtedness" for purposes of this Indenture
and a Board Resolution setting forth such designation by the Company has been
filed with the Trustee (provided that such instrument may place limitations and
conditions on the right of holders of such Senior Indebtedness to exercise the
rights of Designated Senior Indebtedness).

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
(ii) is convertible or exchangeable, at the option of the holder thereof, for
Indebtedness or Disqualified Stock; or (iii) is redeemable at the option of the
holder thereof, in whole or in part, in each case on or prior to the date that
is twelve months after the maturity of the Security.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the date of this Indenture.

     "Hedging Obligations" of any Person means the net obligations of such
Person pursuant to any Interest Rate Agreement or any foreign exchange contract,
currency swap agreement or other similar agreement to which such Person is a
party or a beneficiary.

     "Holder" or "Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

                                        2

<PAGE>

     "Indebtedness" means on any date of determination (without duplication):

          (i)   the principal of and premium (if any) in respect of:

                   (A) indebtedness of such Person for money borrowed, and

                   (B) indebtedness evidenced by notes, debentures, bonds or
          other similar instruments for the payment of which such Person is
          responsible or liable;

          (ii)  all Capitalized Lease Obligations of such Person;

          (iii) all obligations of such Person issued or assumed as the deferred
     purchase price of property or services, all conditional sale obligations of
     such Person and all obligations of such Person under any title retention
     agreement (but excluding accounts payable and accrued expenses arising in
     the ordinary course of business and which are not more than 90 days past
     due and not in dispute) which would appear as a liability on a balance
     sheet of a Person prepared on a consolidated basis in accordance with
     generally accepted accounting principles, which purchase price or
     obligation is due more than six months after the date of placing such
     property in service or taking delivery and title thereto or the completion
     of such services (provided that, in the case of obligations of an acquired
     Person assumed in connection with an acquisition of such Person, such
     obligations would constitute Indebtedness of such Person);

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

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

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

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

                                       3

<PAGE>

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

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency, other
than a contingency solely within the control of such Person, giving rise to the
obligations, of any contingent obligations as described above at such date;
provided, however, in the case of any loan to value maintenance agreement (or
similar agreement) by which the Company or any Restricted Subsidiary agrees to
maintain for a joint venture a minimum ratio of indebtedness outstanding to
value of collateral property, only amounts owing by the Company or the
Restricted Subsidiary (or which would be owing upon demand of the lender) at
such date under such agreements will be included in Indebtedness; and provided,
further, that the amount outstanding at any time of any Indebtedness issued with
original issue discount shall be deemed to be the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such indebtedness at such time as determined in conformity with
generally accepted accounting principles.

     "Indenture" means this Indenture as amended or supplemented from time to
time, including pursuant to any Authorizing Resolution or supplemental indenture
pertaining to any Series.

     "Insolvency or Liquidation Proceeding" means, with respect to any Person,
any liquidation, dissolution or winding up of such Person, or any bankruptcy,
reorganization, insolvency, receivership or similar proceeding with respect to
such Person, whether voluntary or involuntary.

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

     "Issue Date" means, with respect to any Series of Securities, the date on
which the Securities of such Series are originally issued under this Indenture.

     "Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

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

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

     "Officers' Certificate" means a certificate signed by two Officers or by an
Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

                                        4

<PAGE>

     "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

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

     "Post-Petition Interest" means, with respect to any Senior Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument creating,
evidencing or governing such Indebtedness, whether or not, pursuant to
applicable law or otherwise, the claim for such interest is allowed as a claim
in such Insolvency or Liquidation Proceeding.

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

     "principal" of a debt security means the principal of the security plus,
when appropriate, the premium, if any, on the security.

     "Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person, whether or not included in
the most recent consolidated balance sheet of such Person and its Subsidiaries
under GAAP.

     "Restricted Subsidiary" with respect to any Series of Securities, shall be
defined in the Authorizing Resolution or supplemental indenture pertaining to
such Series.

     "Revolving Credit Facility" means that certain Ninth Amended and Restated
Credit Agreement (the "Credit Agreement") dated as of September 30, 2000 among
the Company, Bank of America, N.A., Bank One, NA, Guaranty Federal Bank, F.S.B.,
Bank United, Fleet National Bank, PNC Bank, National Association, Comerica Bank,
Sanwa Bank California, Union Bank of California, SunTrust Bank and AmSouth Bank
and the other Loan Documents (as defined in the Credit Agreement) or other
analogous documents entered into in connection with any refinancing,
restructuring, renewal, extension, refunding, replacement or increase thereof,
as any of the foregoing has been or may from time to time be amended, renewed,
supplemented or otherwise modified at the option of the parties thereto (in
whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) and to add any Subsidiary as additional direct
obligors thereunder.

     "SEC" means the Securities and Exchange Commission or any successor agency
performing the duties now assigned to it under the TIA.

     "Securities" means any Securities that are issued under this Indenture.

                                        5

<PAGE>

     "Senior Indebtedness" means, at any date, all Indebtedness of the Company,
including principal, premium, if any, and interest (including Post-Petition
Interest), fees and other amounts payable in connection with such Indebtedness,
unless the instrument under which such Indebtedness of the Company is incurred
expressly provides that such Indebtedness is not senior or superior in right of
payment to the Securities of the applicable Series, and all renewals,
extensions, modifications, amendments, restructurings or refinancings thereof.
Without limiting the generality of the foregoing, "Senior Indebtedness" shall
also include the principal of, premium, if any, interest (including any
Post-Petition Interest) on, and all other amounts owing in respect of (1) all
monetary obligations of every nature of the Company under, or with respect to,
any Bank Credit Facility permitted to be Incurred under any supplemental
indenture hereto, including without limitation obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses and
indemnities (and guarantees thereof) and (2) all Interest Rate Agreements (and
guarantees thereof) permitted to be Incurred under any supplemental indenture
hereto; in each case whether outstanding on the date that the Securities are
originally issued pursuant to this Indenture and the applicable supplemental
indenture or thereafter incurred. Notwithstanding the foregoing, Senior
Indebtedness shall not include (a) to the extent that it may constitute
Indebtedness, any obligation for federal, state, local or other taxes; (b) any
Indebtedness between the Company and any Subsidiary of the Company; (c) to the
extent that it may constitute Indebtedness, any obligation in respect of any
trade payable incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business; (d) that portion of any
Indebtedness that is incurred in violation of any covenant in any supplemental
indenture limiting or restricting the incurrence of additional Indebtedness by
the Company or any Restricted Subsidiary or the incurrence of any Indebtedness
by the Company that purports to be subordinated to any Indebtedness of the
Company but that by its terms is not expressly stated to be pari passu with or
subordinated to all Series of Securities then outstanding; (e) Indebtedness
evidenced by the Securities; and (f) to the extent that it may constitute
Indebtedness, any obligation owing under leases (other than Capitalized Lease
Obligations).

     "Senior Notes" means the Company's 9-1/2% Senior Notes due 2010 in the
original aggregate principal amount of $125,000,000, the Company's 8-1/2% Senior
Notes due 2009 in the original aggregate principal amount of $150,000,000, the
Company's 8% Senior Notes due 208 in the original aggregate principal amount of
$100,000,000 and the Company's 8-1/2% Senior Notes due 2007 in the original
aggregate principal amount of $100,000,000, and any comparable senior notes or
debentures of the Company.

     "Series" means a series of Securities established under this Indenture.

     "Subsidiary" means a corporation, a majority of the Capital Stock with
voting power to elect directors of which is directly or indirectly owned by the
Company or its Subsidiaries, or any Person in which the Company or its
Subsidiaries have at least a majority interest.

     "TIA" means the Trust Indenture Act of 1939, as in effect from time to
time.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means the successor
serving hereunder.

                                        6

<PAGE>

     "Trust Officer" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

     "United States" means the United States of America.

     "U.S. government obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii) obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary 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 depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

     Section 1.02. Other Definitions.
                   -----------------

Term                                                       Defined in
----                                                       ----------

"Agent Members" ........................................        2.15
"Business Day" .........................................       10.07
"Covenant Defeasance" ..................................        8.01
"Custodian" ............................................        6.01
"Depositary" ...........................................        2.15
"Event of Default" .....................................        6.01
"Legal Defeasance" .....................................        8.01
"Legal Holiday" ........................................       10.07
"Paying Agent" .........................................        2.03
"Payment Blockage Notice" ..............................       11.02
"Payment Blockage Period" ..............................       11.02
"Registrar" ............................................        2.03

     Section 1.03. Incorporation by Reference of Trust Indenture Act.
                   -------------------------------------------------

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

                                        7

<PAGE>

     "indenture to be qualified" means this Indenture.

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

     "obligor" on the indenture securities means the Company, or any other
obligor on the Securities of a Series.

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

     Section 1.04. Rules of Construction.
                   ---------------------

     Unless the context otherwise requires:

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

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

     (3)  "or" is not exclusive;

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

     (5)  provisions apply to successive events and transactions.

                                   ARTICLE TWO
                                 THE SECURITIES

     Section 2.01. Form and Dating.
                   ---------------

     The aggregate principal amount of Securities that may be issued under this
Indenture is unlimited. The Securities may be issued from time to time in one or
more Series. All Securities of any one Series shall be substantially identical
except, in the case of definitive Securities, as to denomination and except as
may otherwise be provided pursuant to an Authorizing Resolution or a
supplemental indenture (subject to Section 2.02 hereof). Not all Securities of
any one Series need be issued at the same time, and, unless otherwise provided,
a Series may be reopened for issuance of additional Securities of such Series at
any time without the consent of Holders of the Securities or the Holders of such
Series of Securities then outstanding. Each Series shall be created by an
Authorizing Resolution or a supplemental indenture that establishes the terms of
the Series, which may include the following:

     (1)  the title of the Series;

     (2)  the aggregate principal amount (or any limit on the aggregate
principal amount) of the Series and, if any Securities of a Series are to be
issued at a discount from their face amount, the method of computing the
accretion of such discount;

     (3)  the interest rate or method of calculation of the interest rate;

                                        8

<PAGE>

     (4)  the date from which interest will accrue;

     (5)  the record dates for interest payable on Securities of the Series;

     (6)  the dates when, places where and manner in which principal and
interest are payable;

     (7)  the Registrar and Paying Agent;

     (8)  the terms of any mandatory (including any sinking fund requirements)
or optional redemption by the Company;

     (9)  the terms of any redemption at the option of Holders;

     (10) the denominations in which Securities are issuable;

     (11) whether Securities will be issued in registered or bearer form and the
terms of any such forms of Securities;

     (12) whether any Securities will be represented by a global Security and
the terms of any such global Security;

     (13) the currency or currencies (including any composite currency) in which
principal or interest or both may be paid;

     (14) if payments of principal or interest may be made in a currency other
than that in which Securities are denominated, the manner for determining such
payments;

     (15) provisions for electronic issuance of Securities or issuance of
Securities in uncertificated form;

     (16) any Events of Default, covenants and/or defined terms in addition to
or in lieu of those set forth in this Indenture;

     (17) whether and upon what terms Securities may be defeased if different
from the provisions set forth in this Indenture;

     (18) the form of the Securities, which, unless the Authorizing Resolution
or supplemental indenture otherwise provides, shall be in the form of Exhibit A;

     (19) any terms that may be required by or advisable under applicable law;

     (20) the percentage of the principal amount of the Securities which is
payable if the maturity of the Securities is accelerated in the case of
Securities issued at a discount from their face amount;

     (21) whether any Securities will have guarantees; and

     (22) any other terms in addition to or different from those contained in
this Indenture.

                                        9

<PAGE>

     All Securities of one Series need not be issued at the same time and,
unless otherwise provided, a Series may be reopened for issuances of additional
Securities of such Series pursuant to an Authorizing Resolution, an Officers'
Certificate or in any indenture supplemental hereto. The creation and issuance
of a Series and the authentication and delivery thereof are not subject to any
conditions precedent.

     Section 2.02.  Execution and Authentication.
                    ----------------------------

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Securities.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Trustee authenticates the Security, the Security shall
nevertheless be valid.

     A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

     The Trustee shall authenticate Securities for original issue upon receipt
of an Officers' Certificate of the Company. Each Security shall be dated the
date of its authentication.

     Section 2.03. Registrar and Paying Agent.
                   --------------------------

     The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency where Securities may be presented for payment ("Paying Agent") and an
office or agency where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-Registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such Agent. The Company shall promptly notify the
Trustee in writing of the name and address of any such Agent and the Trustee
shall have the right to inspect the Securities register at all reasonable times
to obtain copies thereof, and the Trustee shall have the right to rely upon such
register as to the names and addresses of the Holders and the principal amounts
and certificate numbers thereof. If the Company fails to maintain a Registrar or
Paying Agent or fails to give the foregoing notice, the Trustee shall act as
such.

     The Company initially appoints the Trustee as Registrar and Paying Agent.

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

     Each Paying Agent shall hold in trust for the benefit of Securityholders
and the Trustee all money held by the Paying Agent for the payment of principal
of or interest on the Securities, and shall notify the Trustee of any default by
the Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money and hold it as a

                                       10

<PAGE>

separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon doing so the Paying Agent shall have
no further liability for the money.

     Section 2.05. 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
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least 7 Business Days before each semiannual interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

     Section 2.06. Transfer and Exchange.
                   ---------------------

     Where a Security is presented to the Registrar or a co-Registrar with a
request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of Section 8-401(a) of the New York Uniform
Commercial Code are met. Where Securities are presented to the Registrar or a
co-Registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit transfers and exchanges,
the Trustee shall authenticate Securities at the Registrar's request. The
Registrar need not transfer or exchange any Security selected for redemption,
except the unredeemed part thereof if the Security is redeemed in part, or
transfer or exchange any Securities for a period of 15 days before a selection
of Securities to be redeemed. Any exchange or transfer shall be without charge,
except that the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto except in
the case of exchanges pursuant to 2.09, 3.06 or 9.05 not involving any transfer.

     Any Holder of a global Security shall, by acceptance of such global
Security, agree that transfers of beneficial interests in such global Security
may be effected only through a book entry system maintained by the Holder of
such global Security (or its agent), and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry.

     Section 2.07. Replacement Securities.
                   ----------------------

     If the Holder of a Security claims that the Security has been lost,
destroyed, mutilated or wrongfully taken, the Company shall issue and, upon
written request of any Officer of the Company, the Trustee shall authenticate a
replacement Security, provided in the case of a lost, destroyed or wrongfully
taken Security, that the requirements of Section 8-405 of the New York Uniform
Commercial Code are met. If any such lost, destroyed, mutilated or wrongfully
taken Security shall have matured or shall be about to mature, the Company may,
instead of issuing a substitute Security therefor, pay such Security without
requiring (except in the case of a mutilated Security) the surrender thereof. An
indemnity bond must be sufficient in the judgment of the Company and the Trustee
to protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Security is replaced, including the acquisition of such Security

                                       11

<PAGE>

by a bona fide purchaser. The Company or the Trustee may charge for its expenses
in replacing a Security.

         Section 2.08.  Outstanding Securities.
                        ----------------------

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it and those described in this Section.
A Security does not cease to be outstanding because the Company or one of its
Affiliates holds the Security. If a Security is replaced pursuant to Section
2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Security is held by a bona fide purchaser. If the Paying
Agent holds on a redemption date or maturity date money sufficient to pay
Securities payable on that date, then on and after that date such Securities
cease to be outstanding and interest on them ceases to accrue.

         Subject to the foregoing provisions of this Section, 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 2.09.  Temporary Securities.
                        --------------------

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and, upon surrender for
cancellation of the temporary Security, the Company shall execute and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
authenticated and delivered hereunder.

         Section 2.10.  Cancellation.
                        ------------

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

         Section 2.11.  Defaulted Interest.
                        ------------------

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest plus any interest payable on the defaulted
interest to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Securityholder a notice that
states the record date, the payment date and the amount of defaulted interest to
be paid. On or

                                       12

<PAGE>

before the date such notice is mailed, the Company shall deposit with the Paying
Agent money sufficient to pay the amount of defaulted interest to be so paid.
The Company may pay defaulted interest in any other lawful manner if, after
notice given by the Company to the Trustee of the proposed payment, such manner
of payment shall be deemed practicable by the Trustee.

         Section 2.12.  Treasury Securities.
                        -------------------

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any direction, waiver, consent or
notice, Securities owned by the Company or any of its Affiliates shall be
considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee actually knows
are so owned shall be so considered.

         Section 2.13.  CUSIP Numbers.
                        -------------

         The Company in issuing the Securities of any Series may use a "CUSIP"
number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

         Section 2.14.  Deposit of Moneys.
                        -----------------

         Prior to 11:00 a.m. New York City time on each interest payment date
and maturity date with respect to each Series of Securities, the Company shall
have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments due on such interest payment date or maturity
date, as the case may be, in a timely manner which permits the Paying Agent to
remit payment to the Holders on such interest payment date or maturity date, as
the case may be.

         Section 2.15.  Book-Entry Provisions for Global Security.
                        -----------------------------------------

                  (a) Any global Security of a Series initially shall (i) be
registered in the name of the depositary who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depositary") or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear any required legends.
Members of, or participants in, the Depositary ("Agent Members") shall have no
rights under this Indenture with respect to any global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under the global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair,

                                       13

<PAGE>

as between the Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Security.

                  (b) Transfers of any global Security shall be limited to
transfers in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depositary. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for the global Security and
a successor depositary is not appointed by the Company within 90 days of such
notice or (ii) the Company elects to cause the issuance of definitive Securities
hereunder. In either instance, upon surrender by the relevant Holder of its
global Security, definitive Securities will be issued to each Person that such
Holder and the Depositary identifies as being the beneficial owner of the
related Securities.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any global Security to beneficial owners pursuant
to paragraph (b), the Registrar shall (if one or more definitive Securities are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the global Security in an amount equal to the principal
amount of the beneficial interest in the global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more definitive Securities of like tenor and amount.

                  (d) In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

                  (e) The Holder of any global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

                                  ARTICLE THREE
                                   REDEMPTION

         Section 3.01.  Notices to Trustee.
                        ------------------

         Securities of a Series that are redeemable prior to maturity shall be
redeemable in accordance with their terms and, unless the Authorizing Resolution
or supplemental indenture provides otherwise, in accordance with this Article.

         If the Company wants to redeem Securities pursuant to the optional
redemption provisions, if any, set forth in the Securities, it shall notify the
Trustee in writing of the Redemption Date and the principal amount of Securities
to be redeemed. Any such notice may

                                       14

<PAGE>

be canceled at any time prior to notice of such redemption being mailed to
Holders. Any such canceled notice shall be void and of no effect. If the Company
wants to credit any Securities previously redeemed, retired or acquired against
any redemption pursuant to the mandatory redemption provisions, if any, set
forth in the Securities, it shall notify the Trustee of the amount of the credit
and it shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

         The Company shall give each notice provided for in this Section 3.01 at
least 30 days before the notice of any such redemption is to be mailed to
Holders (unless a shorter notice shall be satisfactory to the Trustee).

         Section 3.02.  Selection of Securities to be Redeemed.
                        --------------------------------------

         If fewer than all of the Securities of a Series are to be redeemed, the
Trustee shall select the Securities to be redeemed by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
Securities outstanding not previously called for redemption and shall promptly
notify the Company of the serial numbers or other identifying attributes of the
Securities so selected. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than the minimum
denomination for the Series. Securities and portions of them it selects shall be
in amounts equal to the minimum denomination for the Series or an integral
multiple thereof. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption.

         Section 3.03.  Notice of Redemption.
                        --------------------

         At least 15 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed. The notice shall identify
the Securities to be redeemed and shall state: (1) the redemption date; (2) the
redemption price; (3) the name and address of the Paying Agent; (4) that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price; (5) that interest on Securities called for
redemption ceases to accrue on and after the redemption date; and (6) that the
Securities are being redeemed pursuant to the mandatory redemption or the
optional redemption provisions, as applicable. At the Company's request, the
Trustee shall give the notice of redemption in the Company's name and at its
expense; provided, however, that the Company shall deliver to the Trustee at
least 15 days prior to the date on which notice of redemption is to be mailed or
such shorter period as may be satisfactory to the Trustee, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

         Section 3.04.  Effect of Notice of Redemption.
                        ------------------------------

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date and at the redemption price as set
forth in the notice of redemption. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price, plus accrued interest to the
redemption date.

                                       15

<PAGE>

         Section 3.05.  Deposit of Redemption Price.
                        ---------------------------

         On or before the redemption date, the Company shall deposit with the
Paying Agent immediately available funds sufficient to pay the redemption price
of and accrued interest on all Securities to be redeemed on that date.

         Section 3.06.  Securities Redeemed in Part.
                        ---------------------------

         Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for each Holder a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                  ARTICLE FOUR
                                    COVENANTS

         Section 4.01.  Payment of Securities.
                        ---------------------

         The Company shall pay the principal of and interest on a Series on the
dates and in the manner provided in the Securities of the Series. An installment
of principal or interest shall be considered paid on the date it is due if the
Paying Agent holds on that date money designated for and sufficient to pay the
installment.

         The Company shall pay interest on overdue principal at the rate borne
by the Series; it shall pay interest on overdue installments of interest at the
same rate.

         Section 4.02.  Maintenance of Office or Agency.
                        -------------------------------

         The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

         Section 4.03.  Compliance Certificate.
                        ----------------------

         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers' Certificate stating whether or
not the signers know of any Default by the Company in performing any of its
obligations under this Indenture. If they do know of such a Default, the
certificate shall describe the Default.

         Section 4.04.  Maintenance of Corporate Existence.
                        ----------------------------------

         The Company will cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence of the Company; provided,
however, that nothing in this Section 4.04 shall prevent a consolidation or
merger of the Company not prohibited by the provisions of Article Five or any
other provision or the Authorizing Resolution or supplemental indenture
pertaining to a Series.

                                       16

<PAGE>

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

         Section 5.01.  When Company May Merge, etc.
                        ----------------------------

         The Company shall not consolidate with or merge with or into, any other
corporation, or transfer all or substantially all of its assets to, any entity
unless permitted by law and unless (1) the resulting, surviving or transferee
entity (if other than the Company), which shall be a corporation organized and
existing under the laws of the United States or a State thereof, and shall
assume by supplemental indenture, in a form reasonably satisfactory to the
Trustee, all of the obligations of the Company under the Securities and this
Indenture and (2) immediately after giving effect to, and as a result of, such
transaction, no Default or Event of Default shall have occurred and be
continuing. Thereafter, in the event that the Company is not the continuing
corporation, such successor corporation or corporations shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the "Company" and all such obligations of the predecessor corporation shall
terminate. The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture. To the extent that an Authorizing
Resolution or supplemental indenture pertaining to any Series provides for
different provisions relating to the subject matter of this Article Five, the
provisions in such Authorizing Resolution or supplemental indenture shall govern
for purposes of such Series.

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

         Section 6.01.  Events of Default.
                        -----------------

         An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any of the following
occurs:

         (1) the failure by the Company to pay interest on any Security of such
Series when the same becomes due and payable and the continuance of any such
failure for a period of 30 days;

         (2) the failure by the Company to pay the principal or premium of any
Security of such Series when the same becomes due and payable at maturity, upon
acceleration or otherwise (whether or not such payment is prohibited by Article
Eleven hereof);

         (3) the failure by the Company to comply with any of its agreements or
covenants in, or provisions of, the Securities of such Series or this Indenture
(as they relate thereto) and such failure continues for the period and after the
notice specified below (except in the case of a default with respect to Article
Five (or any replacement provisions as contemplated by Article Five), which will
constitute an Event of Default with notice but without passage of time);

         (4) the Company pursuant to or within the meaning of any Bankruptcy
Law:

             (A)  commences a voluntary case,

                                       17

<PAGE>

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

               (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

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

               (A) is for relief against the Company as debtor in an involuntary
case,

               (B) appoints a Custodian of the Company or a Custodian for all or
substantially all of the property of the Company, or

               (C) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 60 days.

         A Default as described in sub-clause (3) above will not be deemed an
Event of Default until the Trustee notifies the Company, or the Holders of at
least 25 percent in principal amount of the then outstanding Securities of the
applicable Series notify the Company and the Trustee, of the Default and (except
in the case of a default with respect to Article Five (or any replacement
provisions as contemplated by Article Five)) the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." If such a Default is cured within such time period, it ceases. The
term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

         Section 6.02.  Acceleration.
                        ------------

         If an Event of Default (other than an Event of Default with respect to
the Company resulting from sub-clauses (4) or (5) above) shall have occurred and
be continuing, the Trustee by notice to the Company, or the Holders of at least
25 percent in principal amount of the Securities of the applicable Series then
outstanding by notice to the Company and the Trustee, may declare all Securities
of such Series to be due and payable immediately. Upon such declaration of
acceleration, the amounts due and payable on the Securities of such Series will
be due and payable immediately. If an Event of Default with respect to the
Company specified in sub-clauses (4) or (5) above occurs, all amounts due and
payable on the Securities of such Series will ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee and the Company or any Holder. The Holders of a majority in
principal amount of the Securities of such Series then outstanding by written
notice to the Trustee and the Company may waive any Default or Event of Default
(other than any continuing Default or Event of Default in payment of principal
or interest) with respect to such Series of Securities under the Indenture.
Holders of a majority in principal amount of the then outstanding Securities of
such Series may rescind an acceleration with respect to such Series and its
consequence (except an acceleration due to nonpayment of principal or interest
on the Securities of such Series) if the rescission would not conflict with any
judgment or decree and if all existing

                                       18

<PAGE>

Events of Default (other than non-payment of accelerated principal and premium,
if any, with respect to such Series of Securities) have been cured or waived.

         No such rescission shall extend to or shall affect any subsequent Event
of Default, or shall impair any right or power consequent thereon.

         Section 6.03.  Other Remedies.
                        --------------

         If an Event of Default on a Series occurs and is continuing, the
Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

         Section 6.04.  Waiver of Existing Defaults.
                        ---------------------------

         Subject to Section 9.02, the Holders of a majority in principal amount
of the outstanding Securities of a Series on behalf of all the Holders of the
Series by notice to the Trustee may waive an existing Default on such Series and
its consequences. When a Default is waived, it is cured and stops continuing,
and any Event of Default arising therefrom shall be deemed to have been cured;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

         Section 6.05.  Control by Majority.
                        -------------------

         The Holders of a majority in principal amount of the outstanding
Securities of a Series may 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 such Series. The Trustee, however, may
refuse to follow any direction (i) that conflicts with law or this Indenture,
(ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial
to the rights of other Securityholders, (iii) that would involve the Trustee in
personal liability or (iv) if the Trustee shall not have been provided with
indemnity satisfactory to it.

         Section 6.06.  Limitation on Suits.
                        -------------------

         A Securityholder of a Series may not pursue any remedy with respect to
this Indenture or the Series unless:

               (1) the Holder gives to the Trustee written notice of a
continuing Event of Default on the Series;

               (2) the Holders of at least a majority in principal amount of the
outstanding Securities of the Series make a written request to the Trustee to
pursue the remedy;

                                       19

<PAGE>

               (3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

               (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and

               (5) no written request inconsistent with such written request
shall have been given to the Trustee pursuant to this Section 6.06. A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.

         Section 6.07.  Rights of Holders to Receive Payment.
                        ------------------------------------

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

         Section 6.08.  Collection Suit by Trustee.
                        --------------------------

         If an Event of Default in payment of interest or principal specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid.

         Section 6.09.  Trustee May File Proofs of Claim.
                        --------------------------------

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property, and unless prohibited by applicable law or regulation, may vote on
behalf of the Holders in any election of a Custodian, and shall be entitled and
empowered to collect and receive any moneys 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 Securityholder to make
such payments to the Trustee. Nothing herein shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Securityholder except as
aforesaid for the election of the Custodian.

         Section 6.10.  Priorities.
                        ----------

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

         First:  to the Trustee for amounts due under Section 7.07;

                                       20

<PAGE>

         Second: to Securityholders of the Series for amounts due and unpaid on
the Series for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Series for
principal and interest, respectively; and

         Third: to the Company as its interests may appear.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

         Section 6.11. Undertaking for Costs.
                       ---------------------

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having the due regard
to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

                                  ARTICLE SEVEN
                                     TRUSTEE

         Section 7.01. Duties of Trustee.
                       -----------------

         (a)  If an Event of Default has occurred and is continuing, the Trustee
shall, prior to the receipt of directions from the Holders of a majority in
principal amount of the applicable Series, exercise its rights and powers and
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.

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

              (1) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee.

              (2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. The Trustee,
however, shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture but need not confirm or
investigate the accuracy of mathematical calculations or other facts or matters
stated therein.

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

              (1) This paragraph does not limit the effect of paragraph (b) of
this Section.

                                       21

<PAGE>

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

          (3) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05 or any other direction of the Holders permitted
hereunder.

     (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

     (e)  The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

     (f)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

     (g)  None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if there shall be reasonable grounds for believing that the repayment
of such funds or adequate indemnity against such liability is not reasonably
assured to it.

     Section 7.02. Rights of Trustee.
                   -----------------

     Subject to Section 7.01:

     (a)  The Trustee may rely and shall be protected in acting or refraining
from acting on any document, resolution, certificate, instrument, report, or
direction believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document, resolution, certificate, instrument, report, or direction.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both, which shall conform to
Sections 10.04 and 10.05 hereof and containing such other statements as the
Trustee reasonably deems necessary to perform its duties hereunder. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on the Officers' Certificate, Opinion of Counsel or any other direction
of the Company permitted hereunder.

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

     (d)  The Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

                                       22

<PAGE>

         (e) The Trustee may consult with counsel, and the written advice of
such counsel or any Opinion of Counsel as to matters of law shall be full and
complete authorization and protection in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.

         (f) Unless otherwise specifically provided in the Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (g) For all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Event of Default (other than under
Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in
the Trustee's corporate trust office has actual knowledge thereof or unless
written notice of any Event of Default is received by the Trustee at its address
specified in Section 10.02 hereof and such notice references the Securities
generally, the Company or this Indenture.

         Section 7.03.  Individual Rights of Trustee.
                        ----------------------------

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

         Section 7.04.  Trustee's Disclaimer.
                        --------------------

         The Trustee makes no representation as to the validity or adequacy of
this Indenture, the Securities or of any prospectus used to sell the Securities;
it shall not be accountable for the Company's use of the proceeds from the
Securities; it shall not be accountable for any money paid to the Company, or
upon the Company's direction, if made under and in accordance with any provision
of this Indenture; it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee; and it shall not be
responsible for any statement of the Company in this Indenture or in the
Securities other than its certificate of authentication.

         Section 7.05.  Notice of Defaults.
                        ------------------

         If a Default on a Series occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Securityholder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90
days after it occurs. Except in the case of a default in payment of principal of
or interest on a Series, the Trustee may withhold the notice if and so long as
the board of directors of the Trustee, the executive or any trust committee of
such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the
Series.

         Section 7.06.  Reports by Trustee to Holders.
                        -----------------------------

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Securityholder a
brief report dated as of such May 15 that complies with TIA (S) 313(a) (but if
no event described in TIA (S) 313(2) has occurred within

                                       23

<PAGE>

the twelve months preceding the reporting date no report need be transmitted).
The Trustee also shall comply with TIA (S) 313(b). A copy of each report at the
time of its mailing to Securityholders shall be delivered to the Company and
filed by the Trustee with the SEC and each national securities exchange on which
the Securities are listed. The Company agrees to notify the Trustee of each
national securities exchange on which the Securities are listed.

         Section 7.07.  Compensation and Indemnity.
                        --------------------------

         The Company shall pay to the Trustee or predecessor trustee from time
to time reasonable compensation for their respective services subject to any
written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith. To
ensure the Company's payment obligations in this Section, the Trustee shall have
a claim prior to the Securities on all money or property held or collected by
the Trustee, except that held in trust to pay principal of or interest on
particular Securities. When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01 or in connection
with Article Six hereof, the expenses (including the reasonable fees and
expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any bankruptcy law.

         Section 7.08.  Replacement of Trustee.
                        ----------------------

         The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the removed Trustee in writing and may appoint a
successor trustee with the Company's consent. Such resignation or removal shall
not take effect until the appointment by the Securityholders or the Company as
hereinafter provided of a successor trustee and the acceptance of such
appointment by such successor trustee. The Company may remove the Trustee and
any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee for any or no
reason, including if:

               (1)  the Trustee fails to comply with Section 7.10 after written
request by the Company or any bona fide Securityholder who has been a
Securityholder for at least six months;

               (2)  the Trustee is adjudged a bankrupt or an insolvent;

               (3)  a receiver or other public officer takes charge of the
Trustee or its property; or

                                       24

<PAGE>

               (4) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
trustee. If a successor trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or any
Holder may petition any court of competent jurisdiction for the appointment of a
successor trustee. A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.

         Section 7.09.  Successor Trustee by Merger, etc.
                        ---------------------------------

         If the Trustee consolidates with, merges with or into or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor trustee.

         Section 7.10.  Eligibility; Disqualification.
                        -----------------------------

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1). The Trustee shall have a combined capital
and surplus of at least $10,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA (S) 310(b).

         Section 7.11.  Preferential Collection of Claims Against Company.
                        -------------------------------------------------

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

                                  ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

         Section 8.01.  Defeasance upon Deposit of Moneys or U.S. Government
                        ----------------------------------------------------
                        Obligations.
                        ------------

         (a)  The Company may, at its option and, subject to the provisions of
Article Eleven hereof, at any time, elect to have either paragraph (b) or
paragraph (c) below be applied to the outstanding Securities of any Series upon
compliance with the applicable conditions set forth in paragraph (d).

         (b)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company shall be deemed to have been
released and discharged from its obligations with respect to the outstanding
Securities of a Series on the date the applicable conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Securities of a Series,
which shall thereafter

                                       25

<PAGE>

be deemed to be "outstanding" only for the purposes of the Sections and matters
under this Indenture referred to in (i) and (ii) below, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned, except for the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities of a Series to receive solely from the trust fund
described in paragraph (d) below and as more fully set forth in such paragraph,
payments in respect of the principal of and interest on such Securities when
such payments are due and (ii) obligations listed in Section 8.02, subject to
compliance with this Section 8.01. The Company may exercise its option under
this paragraph (b) notwithstanding the prior exercise of its option under
paragraph (c) below with respect to such Securities.

     (c)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company shall be released and discharged
from the obligations under any covenant contained in Article Five and any other
covenant contained in the Authorizing Resolution or supplemental indenture
relating to such Series to the extent provided for therein, on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of such Series shall thereafter be deemed to be
not "outstanding" for the purpose of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(3), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.

     (d)  The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

          (1) The Company shall have irrevocably deposited in trust with the
     Trustee, pursuant to an irrevocable trust and security agreement in form
     and substance reasonably satisfactory to the Trustee, money in U.S. dollars
     or U.S. government obligations or a combination thereof in such amounts and
     at such times as are sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of and
     interest on the outstanding Securities of such Series to maturity or
     redemption; provided, however, that the Trustee (or other qualifying
     trustee) shall have received an irrevocable written order from the Company
     instructing the Trustee (or other qualifying trustee) to apply such money
     or the proceeds of such U.S. government obligations to said payments with
     respect to the Securities of such Series to maturity or redemption;

          (2) No Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (3) Such deposit will not result in a Default under this Indenture or
     a breach or violation of, or constitute a default under, any other material
     instrument or agreement to

                                       26

<PAGE>

     which the Company or any of its Subsidiaries is a party or by which it or
     any of their property is bound;

          (4) (i) In the event the Company elects paragraph (b) hereof, the
     Company shall deliver to the Trustee an Opinion of Counsel in the United
     States, in form and substance reasonably satisfactory to the Trustee, to
     the effect that (A) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (B) since the Issue
     Date pertaining to such Series, there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon such Opinion of Counsel shall state that, or (ii) in the event the
     Company elects paragraph (c) hereof, the Company shall deliver to the
     Trustee an Opinion of Counsel in the United States, in form and substance
     reasonably satisfactory to the Trustee, to the effect that, in the case of
     clauses (i) and (ii), Holders of the Securities of such Series will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such deposit and the defeasance contemplated hereby and will be subject
     to federal income tax in the same amounts and in the same manner and at the
     same times as would have been the case if such deposit and defeasance had
     not occurred;

          (5) The Company shall have delivered to the Trustee an Officers'
     Certificate, stating that the deposit under clause (1) was not made by the
     Company with the intent of preferring the Holders of the Securities of such
     Series over any other creditors of the Company or with the intent of
     defeating, hindering, delaying or defrauding any other creditors of the
     Company or others;

          (6) The Company shall have delivered to the Trustee an Opinion of
     Counsel, reasonably satisfactory to the Trustee, to the effect that, (A)
     the trust funds will not be subject to the rights of Holders of
     Indebtedness of the Company other than the Securities of such Series and
     (B) assuming no intervening bankruptcy of the Company between the date of
     deposit and the 91st day following the deposit and that no Holder of
     Securities of such Series is an insider of the Company, after the 91st day
     following the deposit, the trust funds will not be subject to any
     applicable bankruptcy, insolvency, reorganization or similar law affecting
     creditors' rights generally; and

          (7) The Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     specified herein relating to the defeasance contemplated by this Section
     8.01 have been complied with. In the event all or any portion of the
     Securities of a Series are to be redeemed through such irrevocable trust,
     the Company must make arrangements satisfactory to the Trustee, at the time
     of such deposit, for the giving of the notice of such redemption or
     redemptions by the Trustee in the name and at the expense of the Company.

     (e) In addition to the Company's rights above under this Section 8.01, the
Company may terminate all of its obligations under this Indenture with respect
to a Series, when:

         (1) All Securities of such Series theretofore authenticated and
     delivered (other than Securities which have been destroyed, lost or stolen
     and which have been replaced or paid as provided in Section 2.07 and
     Securities for whose payment money has

                                       27

<PAGE>

     theretofore been deposited in trust or segregated and held in trust by the
     Company and thereafter repaid to the Company or discharged from such trust)
     have been delivered to the Trustee for cancellation or all such Securities
     not theretofore delivered to the Trustee for cancellation have become due
     and payable and the Company has irrevocably deposited or caused to be
     deposited with the Trustee as trust funds in trust solely for that purpose
     an amount of money sufficient to pay and discharge the entire Indebtedness
     on the Securities not theretofore delivered to the Trustee for
     cancellation, for principal of and interest;

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

          (3) The Company has delivered irrevocable instructions to the Trustee
     to apply the deposited money toward the payment of the Securities at
     maturity or redemption, as the case may be; and

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

     Section 8.02. Survival of the Company's Obligations.
                   -------------------------------------

     Notwithstanding the satisfaction and discharge of the Indenture under
Section 8.01, the Company's obligations with respect to unclaimed money
described in paragraph 9 of the form of Securities set forth in Exhibit A hereto
and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall
survive until the Securities of an applicable Series are no longer outstanding.
Thereafter, the Company's obligations with respect to unclaimed money described
in paragraph 9 of the form of Securities set forth in Exhibit A hereto of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

     Section 8.03. Application of Trust Money.
                   --------------------------

     The Trustee shall hold in trust money or U.S. government obligations
deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from U.S. government obligations in accordance with this Indenture
to the payment of principal of and interest on the Securities of the defeased
Series.

     Section 8.04. Repayment to the Company.
                   ------------------------

     The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time. The Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal or interest that remains unclaimed for two years,
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 of general circulation in the City of New York or
mail to each 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. After payment

                                       28

<PAGE>

to the Company, Securityholders entitled to the money must look to the Company
for payment as general creditors unless applicable abandoned property law
designates another person and all liability of the Trustee or such Paying Agent
with respect to such money shall cease.

     Section 8.05. Reinstatement.
                   -------------

     If the Trustee is unable to apply any money or U.S. government obligations
in accordance with Section 8.01 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, the Company's obligations
under this Indenture and the Securities relating to the Series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01 until
such time as the Trustee is permitted to apply all such money or U.S. government
obligations in accordance with Section 8.01; provided, however, that (a) if the
Company has made any payment of interest on or principal of any Securities of
the Series because of the reinstatement of their obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. government obligations held by the Trustee and
(b) unless otherwise required by any legal proceeding or any order or judgment
of any court or governmental authority, the Trustee shall return all such money
or U.S. government obligations to the Company promptly after receiving a written
request therefor at any time, if such reinstatement of the Company's obligations
has occurred and continue to be in effect.

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     Section 9.01. Without Consent of Holders.
                   --------------------------

     The Company and the Trustee may execute a supplemental indenture without
the consent of the Holders of Securities:

     (1)  to add to the covenants, agreements and obligations of the Company for
          the benefit of the Holders of all the Securities of any Series or to
          surrender any right or power conferred in this Indenture upon the
          Company;

     (2)  to evidence the succession of another corporation to the Company and
          the assumption by it of the obligations of the Company under this
          Indenture and the Securities;

     (3)  to provide for guarantees of any Series of Securities by any
          Restricted Subsidiary that is simultaneously guaranteeing any Senior
          Notes, which guarantees shall be on the same terms as the guarantee of
          such Senior Notes except that the guarantees under the supplemental
          indenture shall be subordinated to the guarantee of such Senior Notes
          to the same extent as the Series of Securities is subordinated to such
          Senior Notes hereunder;

     (4)  to provide for the acceptance of appointment under this Indenture of a
          successor Trustee with respect to the Securities and to add to or
          change

                                       29

<PAGE>

          any provisions of this Indenture as shall be necessary to provide for
          or facilitate the administration of the trusts by more than one
          Trustee;

     (5)  to establish the form or terms of a Series of Securities as permitted
          by Section 2.01 of this Indenture;

     (6)  to provide that specific provisions of this Indenture shall not apply
          to a Series of Securities not previously issued;

     (7)  to provide for uncertificated Securities in addition to or in place of
          certificated Securities;

     (8)  cure any ambiguity, omission, defect or inconsistency;

     (9)  to secure the Securities; or

     (10) to make any other change that does not adversely affect the rights of
          any Holder.

     Section 9.02. With Consent of Holders.
                   -----------------------

     The Company and the Trustee may amend or supplement this Indenture or the
Securities of a Series without notice to any Securityholder of such Series but
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each such Series affected by the
amendment. Each such Series shall vote as a separate class. The Holders of a
majority in principal amount of the outstanding Securities of any Series may
waive compliance by the Company with any provision of the Securities of such
Series or of this Indenture relating to such Series without notice to any
Securityholder. Without the consent of each Securityholder of a Series affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:

          (1) reduce the amount of Securities of such Series whose Holders must
consent to an amendment, supplement or waiver;

          (2) reduce the rate of or change the time for payment of interest,
including defaulted interest, on any Security;

          (3) reduce the principal of or change the fixed maturity of any
Security or alter the provisions (including related definitions) with respect to
redemption of Securities pursuant to Article Three hereof or with respect to any
obligations on the part of the Company to offer to purchase or to redeem
Securities of a Series pursuant to the Authorizing Resolution or supplemental
indenture pertaining to such Series;

          (4) make any Security payable in money or at a place other than that
stated in such Security;

          (5) make any change in Sections 6.04, 6.07 or this 9.02 of this
Indenture;

          (6) adversely modify the ranking or priority of the Securities; or

                                       30

<PAGE>

          (7) waive a continuing Default or Event of Default in the payment
of the principal of or interest on any Security.

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

     Section 9.03. Compliance with Trust Indenture Act.
                   -----------------------------------

     Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect.

     Section 9.04. Revocation and Effect of Consents.
                   ---------------------------------

     A consent to an amendment, supplement or waiver by a Holder shall bind the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. Subject to the following paragraph, any
such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. The Company may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders of
Securities of any Series entitled to consent to any amendment, supplement or
waiver, which record date shall be at least 10 days prior to the first
solicitation of such consent. If a record date is fixed, then notwithstanding
the last sentence of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to revoke any consent previously given, whether or
not such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date. After
an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (1) through (7) of
Section 9.02, in which case, the amendment, supplement or waiver shall bind only
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

     Section 9.05. Notation on or Exchange of Securities.
                   -------------------------------------

     If an amendment, supplement or waiver changes the terms of a Security, the
Company may require the Holder of the Security to deliver it to the Trustee, at
which time the Trustee shall place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.

     Section 9.06. Trustee to Sign Amendments, etc.
                   --------------------------------

                                       31

<PAGE>

     Subject to Section 7.02(b), the Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may but need not sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                                   ARTICLE TEN
                                  MISCELLANEOUS

     Section 10.01. Trust Indenture Act Controls.
                    ----------------------------

     If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

     Section 10.02. Notices.
                    -------

     Any order, consent, notice or communication shall be sufficiently given if
in writing and delivered in person or mailed by first class mail, postage
prepaid, addressed as follows:

     if to the Company:

             Standard Pacific Corp.
             15326 Alton Parkway
             Irvine, California 92618
             Attention:  Secretary

         if to the Trustee:

             Bank One Trust Company, N.A.
             1 Bank One Plaza
             Chicago, Illinois 60670
             Attention:  Corporate Trust Administration

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

     Any notice or communication mailed to a Securityholder shall be mailed to
him by first class mail at his address as it appears on the registration books
of the Registrar and shall be sufficiently given to him if so mailed within the
time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it except that notice to the
Trustee shall only be effective upon receipt thereof by the Trustee.

                                       32

<PAGE>

     If the Company mails notice or communications to the Securityholders, it
shall mail a copy to the Trustee at the same time.

     Section 10.03. Communications by Holders with Other Holders.
                    --------------------------------------------

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

     Section 10.04. Certificate and Opinion as to Conditions Precedent.
                    --------------------------------------------------

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

               (1) an Officers' Certificate (which shall include the statements
set forth in Section 10.05) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

               (2) an Opinion of Counsel (which shall include the statements set
forth in Section 10.05) stating that, in the opinion of such counsel, all such
conditions precedent and covenants, compliance with which constitutes a
condition precedent, if any, provided for in this Indenture relating to the
proposed action or inaction, have been complied with and that any such section
does not conflict with the terms of the Indenture.

     Section 10.05. Statements Required in Certificate or Opinion.
                    ---------------------------------------------

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

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

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

               (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Section 10.06. Rules by Trustee and Agents.
                    ---------------------------

     The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules for its
functions.

                                       33

<PAGE>

     Section 10.07.  Legal Holidays.
                     --------------

     A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or a day on
which banking institutions in Los Angeles, California, Chicago, Illinois, and
New York, New York are not required to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. A "Business Day" is any day other than a Legal Holiday.

     Section 10.08.  Governing Law.
                     -------------

     The laws of the State of New York shall govern this Indenture and the
Securities of each Series.

     Section 10.09.  No Adverse Interpretation of Other Agreements.
                     ---------------------------------------------

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     Section 10.10.  No Recourse Against Others.
                     --------------------------

     All liability described in paragraph 13 of the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.

     Section 10.11.  Successors and Assigns.
                     ----------------------

     All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successors and assigns.

     Section 10.12.  Duplicate Originals.
                     -------------------

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

     Section 10.13.  Severability.
                     ------------

     In case any one or more of the provisions contained in this Indenture or in
the Securities of a Series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities.

                                 ARTICLE ELEVEN
                           SUBORDINATION OF SECURITIES

     Section 11.01.  Securities Subordinated to Senior Indebtedness.
                     ----------------------------------------------

     The Company covenants and agrees, and the Trustee and each Holder of the
Securities by his acceptance thereof likewise covenant and agree, that all
Securities shall be issued subject to

                                       34

<PAGE>

the provisions of this Article Eleven; and each person holding any Security,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees that all payments of the principal of, premium, if any, and
interest on the Securities by the Company shall, to the extent and in the manner
set forth in this Article Eleven, be subordinated and junior in right of payment
to the prior payment in full in cash of all amounts payable under Senior
Indebtedness.

     Section 11.02.  No Payment on Securities in Certain Circumstances.
                     -------------------------------------------------

     (a)   No direct or indirect payment by or on behalf of the Company of
principal of, premium, if any, or interest on the Securities or to repurchase
any of the Securities, except from those funds held in trust for the benefit of
Holders of any Securities pursuant to the procedures set forth in Article Eight
hereof, whether pursuant to the terms of the Securities, upon acceleration or
otherwise, shall be made if, at the time of such payment, there exists a default
in the payment of all or any portion of the obligations on any Senior
Indebtedness, when the same becomes due and payable beyond any applicable period
of grace whether at maturity, on account of mandatory redemption or prepayment,
acceleration or otherwise, and such default shall not have been cured or waived
or the benefits of this sentence waived by or on behalf of the holders of such
Senior Indebtedness. In addition, during the continuance of any non-payment
event of default with respect to any Designated Senior Indebtedness pursuant to
which the maturity thereof may be immediately accelerated, and upon receipt by
the Trustee of written notice (a "Payment Blockage Notice" ) from the Company or
any holder or holders of such Designated Senior Indebtedness or the trustee or
agent acting on behalf of such Designated Senior Indebtedness, then, unless and
until such event of default has been cured or waived or has ceased to exist or
such Designated Senior Indebtedness has been discharged or repaid in full in
cash or the benefits of these provisions have been waived by the holders of such
Designated Senior Indebtedness, no direct or indirect payment shall be made by
or on behalf of the Company of principal of, premium, if any, or interest on the
Securities or to repurchase any of the Securities, except from those funds held
in trust for the benefit of Holders of any Securities pursuant to the procedures
set forth in Article Eight hereof, to such Holders, during a period (a "Payment
Blockage Period") commencing on the date of receipt of such notice by the
Trustee and ending 179 days thereafter.

     Notwithstanding anything herein or in the Securities to the contrary, (x)
in no event shall a Payment Blockage Period extend beyond 179 days from the date
the Payment Blockage Notice in respect thereof was given (provided that payment
may thereafter be restricted if a payment event of default has occurred), (y)
there shall be a period of at least 181 consecutive days in each 360-day period
when no Payment Blockage Period is in effect and (z) not more than one Payment
Blockage Period may be commenced with respect to the Securities during any
period of 360 consecutive days. No event of default that existed or was
continuing on the date of commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period may be, or be made, the basis for the commencement of any other Payment
Blockage Period by the holder or holders of such Designated Senior Indebtedness
or the trustee or agent acting on behalf of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such event of
default has been cured or waived for a period of not less than 90 consecutive
days.

                                       35

<PAGE>

     (b)  In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by Section
11.02(a), such payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders) or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, or, to the extent such
Senior Indebtedness is not then due and payable, to the Company.

     Section 11.03.  Payment Over of Proceeds upon Dissolution, etc.
                     -----------------------------------------------

     (a)  Upon any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, upon
any dissolution or winding up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all Senior Indebtedness shall first be paid in full in cash
before the Holders of the Securities or the Trustee on behalf of such Holders
shall be entitled to receive any payment by the Company of the principal of,
premium, if any, or interest on the Securities, or any payment by the Company to
acquire any of the Securities for cash, property or securities, or any
distribution with respect to the Securities of any cash, property or securities
(including any payment by holders of Indebtedness subordinated to the Securities
pursuant to subordination provisions governing such Indebtedness, but excluding
any payment or distribution from funds held in trust for the benefit of Holders
of any Securities pursuant to the procedures set forth in Article Eight hereof).
Before any payment may be made by, or on behalf of, the Company of the principal
of or interest on the Securities upon any such dissolution or winding up or
liquidation or reorganization, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities (excluding any payment or distribution from funds held in trust for
the benefit of Holders of any Securities pursuant to the procedures set forth in
Article Eight hereof), to which the Holders of the Securities or the Trustee on
their behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Indebtedness (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders) or their representatives or to the trustee or trustees or agent
or agents under any agreement or indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Indebtedness in full in cash after
giving effect to any prior or concurrent payment, distribution or provision
therefor to or for the holders of such Senior Indebtedness.

     (b)  In the event that, notwithstanding the foregoing provision prohibiting
such payment or distribution, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities (excluding any payment or distribution from funds held in trust for
the benefit of Holders of any Securities pursuant to the procedures set forth in
Article Eight hereof), shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
11.03(a) and before all obligations in respect of Senior Indebtedness are paid
in full in cash, such payment or distribution shall be received and held in
trust for the benefit of, and shall be paid over or

                                       36

<PAGE>

delivered to, the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their respective representatives, or to the trustee or trustees or agent or
agents under any indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, for application to
the payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

     The consolidation of the Company with, or the merger of the Company with or
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five (or any replacement provisions as
contemplated by Article Five) shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 11.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five (or any replacement
provisions as contemplated by Article Five).

     Section 11.04. Subrogation.
                    -----------

     Upon the payment in full in cash of all Senior Indebtedness, or provision
for payment in other than cash is accepted by the holders of Senior Indebtedness
in full satisfaction of amounts due in respect of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company made on such Senior Indebtedness until the principal
of and interest on the Securities shall be paid in full in cash; and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee on their behalf would be entitled except for the
provisions of this Article Eleven, and no payment over pursuant to the
provisions of this Article Eleven to the holders of Senior Indebtedness by
Holders of the Securities or the Trustee on their behalf shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness. It is understood that the provisions of this
Article Eleven are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand. If any payment or
distribution to which the Holders of the Securities would otherwise have been
entitled but for the provisions of this Article Eleven shall have been applied,
pursuant to the provisions of this Article Eleven, to the payment of all amounts
payable under Senior Indebtedness, then and in such case, the Holders of the
Securities shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount required to make payment in full in cash.

     Section 11.05. Obligations of Company Unconditional.
                    ------------------------------------

     Nothing contained in this Article Eleven or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as among the Company and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the

                                       37

<PAGE>

Holders of the Securities the principal of and interest on the Securities as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of the Senior Indebtedness,
nor shall anything herein or therein prevent the Holder of any Security or the
Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Eleven of the holders of the Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any
such remedy. Without limiting the generality of the foregoing, nothing contained
in this Article Eleven shall restrict the right of the Trustee or the Holders of
Securities to take any action to declare the Securities to be due and payable
prior to their stated maturity pursuant to Section 6.01 or to pursue any rights
or remedies hereunder; provided, however, that all Senior Indebtedness then due
and payable shall first be paid in full in cash (and no Payment Blockage Period
shall be in effect) before the Holders of the Securities or the Trustee are
entitled to receive any direct or indirect payment from the Company of principal
of or interest on the Securities.

     Section 11.06. Notice to Trustee.
                    -----------------

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
Eleven. The Trustee shall not be charged with knowledge of the existence of any
event of default with respect to any Senior Indebtedness or of any other facts
which would prohibit the making of any payment to or by the Trustee unless and
until the Trustee shall have received notice in writing at its corporate trust
office to that effect signed by an Officer of the Company, or by a holder of
Senior Indebtedness or trustee or agent therefor; and prior to the receipt of
any such written notice, the Trustee shall, subject to Article Seven, be
entitled to assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section 11.06 at least two
Business Days prior to the date upon which by the terms of this Indenture any
moneys shall become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Security), then, regardless of
anything herein to the contrary, the Trustee shall have full power and authority
to receive any moneys from the Company and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 11.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by Section 11.03. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder. In the event that the Trustee
determines in good faith that any evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article Eleven, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Eleven, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                                       38

<PAGE>

     Section 11.07. Reliance on Judicial Order or Certificate of Liquidating
                    --------------------------------------------------------
Agent.
-----

     Upon any payment or distribution of assets or securities referred to in
this Article Eleven, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Eleven.

     Section 11.08. Trustee's Relation to Senior Indebtedness.
                    -----------------------------------------

     The Trustee and any Paying Agent shall be entitled to all the rights set
forth in this Article Eleven with respect to any Senior Indebtedness which may
at any time be held by it in its individual or any other capacity to the same
extent as any other holder of Senior Indebtedness, and nothing in this Indenture
shall deprive the Trustee or any Paying Agent of any of its rights as such
holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Eleven, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Section 11.03(b)). The Trustee shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article Eleven or otherwise.

     Section 11.09. Subordination Rights Not Impaired by Acts or Omissions of
                    ---------------------------------------------------------
the Company or Holders of Senior Indebtedness.
---------------------------------------------

     No right of any present or future holders of any Senior Indebtedness to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.
The provisions of this Article Eleven are intended to be for the benefit of, and
shall be enforceable directly by, the holders of Senior Indebtedness.

     Section 11.10. Securityholders Authorize Trustee To Effectuate
                    -----------------------------------------------
Subordination of Securities.
---------------------------

     Each Holder of Securities by his acceptance of such Securities authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to

                                       39

<PAGE>

effectuate the subordination provided in this Article Eleven, and appoints the
Trustee his attorney-in-fact for such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency, receivership, reorganization or similar proceedings
or upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Company, the filing of a claim for
the unpaid balance of its or his Securities in the form required in those
proceedings.

     Section 11.11. This Article Not to Prevent Events of Default.
                    ---------------------------------------------

     The failure to make a payment on account of principal of or interest on the
Securities by reason of any provision of this Article Eleven shall not be
construed as preventing the occurrence of an Event of Default specified in
clause (1) or (2) of Section 6.01.

     Section 11.12. Trustee's Compensation Not Prejudiced.
                    -------------------------------------

     Nothing in this Article Eleven shall apply to amounts due to the Trustee
pursuant to other sections in this Indenture.

     Section 11.13. No Waiver of Subordination Provisions.
                    -------------------------------------

     Without in any way limiting the generality of Section 11.09, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article Eleven or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

     Section 11.14. Certain Payments May Be Paid Prior to Dissolution.
                    -------------------------------------------------

     All money and United States government obligations properly deposited in
trust with the Trustee pursuant to and in accordance with Article Eight shall be
for the sole benefit of the Holders and shall not be subject to this Article
Eleven (so long as the funding of such trust did not violate the provisions of
this Article Eleven).

     Nothing contained in this Article Eleven or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Section
11.02, Section 11.03 or Section 11.05, from making payments of principal of and
interest on the Securities, or from depositing with the Trustee any moneys for
such payments or from effecting a termination of the Company's obligations under
the Securities and this Indenture as provided in Article Eight, (ii) the
application by the Trustee of any moneys properly deposited in trust with the
Trustee pursuant to and in accordance with Article Eight (so long as the funding
of such trust did not violate the provisions of this Article Eleven) or (iii)
the application by the Trustee of any other

                                       40

<PAGE>

moneys deposited with it for the purpose of making such payments of principal of
on and interest on the Securities to the holders entitled thereto unless at
least two Business Days prior to the date upon which such payment becomes due
and payable, the Trustee shall have received the written notice provided for in
Section 11.06. The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company.

                                       41

<PAGE>

                                   SIGNATURES

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

Dated:   April 10, 2002                 STANDARD PACIFIC CORP.



                                        By: /s/ Andrew H. Parnes
                                            ------------------------------------
                                        Name:  Andrew H. Parnes
                                        Title: Senior Vice President-Finance and
                                               Chief Financial Officer




Dated:   April 10, 2002                 Bank One Trust Company, N.A., Trustee



                                        By: /s/ Sharon McGrath
                                            ------------------------------------
                                        Name:  Sharon McGrath
                                        Title: Vice President

                                       42

<PAGE>

                                    EXHIBIT A

No.                                                           CUSIP No.: _______
                               [Title of Security]

     STANDARD PACIFIC CORP., a Delaware corporation promises to pay to or
registered assigns the principal sum of ______________________ Dollars/1/ on
[maturity date]
Interest Payment Dates:                                 and
Record Dates:                                           and

Authenticated:                                  Dated:

                                                Standard Pacific Corp.
                                                (Seal)

                                                By _____________________________
                                                   Title:

                                                By _____________________________
                                                   Title:



     _________________, as Trustee, certifies that this is one of the Securities
referred to in the within mentioned Indenture.

                                                By _____________________________
                                                   Authorized Signatory

/1/ Or other currency. Insert corresponding provisions on reverse side of
Security in respect of foreign currency denomination or interest payment
requirement.

                                      A-1

<PAGE>

                             STANDARD PACIFIC CORP.
                               [Title of Security]

     1.   Interest.

     STANDARD PACIFIC CORP. (the "Company"), a Delaware corporation, promises to
pay interest on the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannually on __________________
and ______________ of each year until the principal is paid or made available
for payment. Interest on the Securities will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from _______________, 20__, provided that, if there is no existing default
in the payment of interest, and if this Security is authenticated between a
record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

     2.   Method of Payment.

     The Company will pay interest on the Securities (except defaulted interest,
if any, which will be paid on such special payment date to Holders of record on
such special record date as may be fixed by the Company) to the persons who are
registered Holders of Securities at the close of business on the [Insert record
dates]. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.

     3.   Paying Agent and Registrar.

     Initially, _________________________ (the "Trustee") will act as Paying
Agent and Registrar. The Company may change or appoint any Paying Agent,
Registrar or co-Registrar without notice. The Company or any of its Subsidiaries
may act as Paying Agent, Registrar or co-Registrar.

     4.   Indenture.

     The Company issued the Securities under an Indenture dated as of
______________, 1998 ("Indenture") between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture (including those
terms set forth in the Authorizing Resolution or supplemental indenture
pertaining to the Securities of the Series of which this Security is a part) and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
("TIA") as in effect on the date of the Indenture. The Securities are subject to
all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of them.

     The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the applicable Authorizing Resolution
or supplemental indenture. Requests may be made to: Standard Pacific Corp.,
15326 Alton Parkway, Irvine, California 92618, Attention: Secretary.

                                      A-2

<PAGE>

     5.   Optional Redemption./1/

     The Company may redeem the Securities at any time on or after
______________, ____, in whole or in part, at the following redemption prices
(expressed as a percentage of their principal amount) together with interest
accrued and unpaid to the date fixed for redemption:

     If redeemed during the Twelve-Month
     period commencing on ___________ and
     ending on ___________ in each of the
     following years                                      Percentage
     ---------------                                      ----------

     [Insert provisions relating to redemption at option of Holders, if any]

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 may be
redeemed in part. On and after the redemption date interest ceases to accrue on
Securities or portions of them called for redemption, provided that if the
Company shall default in the payment of such Security at the redemption price
together with accrued interest, interest shall continue to accrue at the rate
borne by the Securities.

     6.   Mandatory Redemption./2/

     The Company shall redeem _____% of the aggregate principal amount of
Securities originally issued under the Indenture on each of _______ and _______,
which redemptions are calculated to retire ___% of the Securities originally
issued prior to maturity. Such redemptions shall be made at a redemption price
equal to 100% of the principal amount thereof, together with accrued interest to
the redemption date. The Company may reduce the principal amount of Securities
to be redeemed pursuant to this Paragraph 6 by the principal amount of any
Securities previously redeemed, retired or acquired, otherwise than pursuant to
this Paragraph 6, that the Company has delivered to the Trustee for cancellation
and not previously credited to the Company's obligations under this Paragraph 6.
Each such Security shall be received and credited for such purpose by the
Trustee at the redemption price and the amount of such mandatory redemption
payment shall be reduced accordingly.

     7.   Denominations, Transfer, Exchange./3/

     The Securities are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Securities by presentation of _____________

/1/ If applicable. Insert different or additional redemption terms, as
    applicable.

/2/ If applicable. Insert different or additional redemption terms, as
    applicable.

/3/ If applicable, insert different or additional denomination and multiples.

                                      A-3

<PAGE>

such Securities to the Registrar or a co-Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Securities of
other denominations. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
transfer or exchange any Security selected for redemption, except the unredeemed
part thereof if the Security is redeemed in part, or transfer or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed.

     8.   Persons Deemed Owners.

     The registered Holder of this Security shall be treated as the owner of it
for all purposes.

     9.   Unclaimed Money.

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
request. After that, Holders entitled to the money must look to the Company for
payment unless an abandoned property law designates another person.

     10.  Amendment, Supplement, Waiver.

     Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by the
amendment, and any past default or compliance with any provision relating to any
Series of the Securities may be waived in a particular instance with the consent
of the Holders of a majority in principal amount of the outstanding Securities
of such Series./4/ Without the consent of any Securityholder, the Company and
the Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Securities in
addition to or in place of certificated Securities, to create a Series and
establish its terms, or to make any other change, provided such action does not
adversely affect the rights of any Securityholder.

     11.  Successor Corporation.

     When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor corporation will be
released from those obligations./5/

     12.  Trustee Dealings With Company.


______________________


/4/ If different terms apply, insert a brief summary thereof.

/5/ If different terms apply, insert a brief summary thereof.

                                       A-4

<PAGE>

     ________________________________, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its affiliates, and may otherwise deal with
the Company or its affiliates, as if it were not Trustee.

     13.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     14.  Discharge of Indenture.

     The Indenture contains certain provisions pertaining to defeasance, which
provisions shall for all purposes have the same effect as if set forth herein.

     15.  Authentication.

     This Security shall not be valid until the Trustee signs the certificate of
authentication on the other side of this Security.

     16.  Abbreviations.

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

                                 ASSIGNMENT FORM

     If you the Holder want to assign this Security, fill in the form below:

     I or we assign and transfer this Security to (Insert assignee's social
                                                   ------------------------
security or tax ID number) (Print or type assignee's name, address, and zip
-------------------------   -----------------------------------------------
code) and irrevocably appoint __________________________, agent to transfer this
----
Security on the books of the Company. The agent may substitute another to act
for him.

Date: ________________                Your signature:
                                      (Sign exactly as your name appears
                                      on the other side of this Security)


                                      Signature Guarantee:______________________

                                      A-5