<PAGE>
                                                                     Exhibit 4.5

                                    INDENTURE

                                   Dated as of

                                December __, 2005

                                     between

                       Fidelity National Title Group, Inc.

                                       and

              The Bank of New York Trust Company, N.A., as Trustee

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........     1
   Section 1.1.  Definitions.............................................     1
   Section 1.2.  Compliance Certificates and Opinions....................     8
   Section 1.3.  Form of Documents Delivered to Trustee..................     9
   Section 1.4.  Acts of Holders.........................................    10
   Section 1.5.  Notices, etc., to Trustee and Company...................    11
   Section 1.6.  Notice to Holders; Waiver...............................    11
   Section 1.7.  Headings and Table of Contents..........................    12
   Section 1.8.  Successors and Assigns..................................    12
   Section 1.9.  Separability............................................    12
   Section 1.10. Benefits of Indenture...................................    12
   Section 1.11. Governing Law...........................................    12
   Section 1.12. Legal Holidays..........................................    12
   Section 1.13. Force Majeure...........................................    13

ARTICLE 2 SECURITY FORMS.................................................    13
   Section 2.1.  Forms Generally.........................................    13
   Section 2.2.  Form of Trustee's Certificate of Authentication.........    14
   Section 2.3.  Securities in Global Form...............................    14
   Section 2.4.  Form of Legend for Securities in Global Form............    14

ARTICLE 3 THE SECURITIES.................................................    15
   Section 3.1.  Amount Unlimited; Issuable in Series....................    15
   Section 3.2.  Denominations...........................................    18
   Section 3.3.  Execution, Authentication, Delivery and Dating..........    18
   Section 3.4.  Temporary Securities....................................    20
   Section 3.5.  Registration, Transfer and Exchange.....................    21
   Section 3.6.  Replacement Securities..................................    24
   Section 3.7.  Payment of Interest; Interest Rights Preserved..........    25
   Section 3.8.  Persons Deemed Owners...................................    27
   Section 3.9.  Cancellation............................................    27
</TABLE>


                                        i

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<TABLE>
<S>                                                                         <C>
   Section 3.10. Computation of Interest.................................    27
   Section 3.11. CUSIP Numbers...........................................    28
   Section 3.12. Currency of Payment in Respect of Securities............    28

ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE.........................    28
   Section 4.1.  Termination of Company's Obligations Under the
                    Indenture............................................    28
   Section 4.2.  Application of Trust Funds..............................    29
   Section 4.3.  Applicability of Defeasance Provisions; Company's Option
                    to Effect Defeasance or Covenant Defeasance..........    29
   Section 4.4.  Defeasance..............................................    30
   Section 4.5.  Covenant Defeasance.....................................    30
   Section 4.6.  Conditions to Defeasance or Covenant Defeasance.........    31
   Section 4.7.  Deposited Money and Government Obligations to Be Held in
                    Trust................................................    32
   Section 4.8.  Repayment to Company....................................    33
   Section 4.9.  Indemnity for Government Obligations....................    33
   Section 4.10. Reinstatement...........................................    33

ARTICLE 5 DEFAULTS AND REMEDIES..........................................    34
   Section 5.1.  Events of Default.......................................    34
   Section 5.2.  Acceleration; Rescission and Annulment..................    35
   Section 5.3.  Collection of Indebtedness and Suits for Enforcement by
                    Trustee..............................................    36
   Section 5.4.  Trustee May File Proofs of Claim........................    36
   Section 5.5.  Trustee May Enforce Claims Without Possession of
                    Securities or Coupons................................    37
   Section 5.6.  Delay or Omission Not Waiver............................    37
   Section 5.7.  Waiver of Past Defaults.................................    37
   Section 5.8.  Control by Majority.....................................    38
   Section 5.9.  Limitation on Suits by Holders..........................    38
   Section 5.10. Rights of Holders to Receive Payment....................    39
   Section 5.11. Application of Money Collected..........................    39
   Section 5.12. Restoration of Rights and Remedies......................    39
   Section 5.13. Rights and Remedies Cumulative..........................    39
   Section 5.14. Waiver of Stay or Extension Laws........................    40
   Section 5.15. Undertaking for Costs...................................    40
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE 6 THE TRUSTEE....................................................    40
   Section 6.1.  Certain Duties and Responsibilities of the Trustee......    40
   Section 6.2.  Rights of Trustee.......................................    40
   Section 6.3.  Trustee May Hold Securities.............................    42
   Section 6.4.  Money Held in Trust.....................................    42
   Section 6.5.  Trustee's Disclaimer....................................    42
   Section 6.6.  Notice of Defaults......................................    42
   Section 6.7.  Reports by Trustee to Holders...........................    43
   Section 6.8.  Securityholder Lists....................................    43
   Section 6.9.  Compensation and Indemnity..............................    43
   Section 6.10. Replacement of Trustee..................................    44
   Section 6.11. Acceptance of Appointment by Successor..................    45
   Section 6.12. Eligibility; Disqualification...........................    47
   Section 6.13. Merger, Conversion, Consolidation or Succession to
                    Business.............................................    47
   Section 6.14. Appointment of Authenticating Agent.....................    47

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE COMPANY...................    49
   Section 7.1.  Consolidation, Merger or Sale of Assets Permitted.......    49
   Section 7.2.  Successor Person Substituted for Company................    49

ARTICLE 8 SUPPLEMENTAL INDENTURES........................................    49
   Section 8.1.  Supplemental Indentures Without Consent of Holders......    49
   Section 8.2.  Supplemental Indentures With Consent of Holders.........    51
   Section 8.3.  Compliance with Trust Indenture Act.....................    52
   Section 8.4.  Execution of Supplemental Indentures....................    52
   Section 8.5.  Effect of Supplemental Indentures.......................    52
   Section 8.6.  Reference in Securities to Supplemental Indentures......    52

ARTICLE 9 COVENANTS......................................................    52
   Section 9.1.  Payment of Principal, Premium, if any, and Interest.....    52
   Section 9.2.  Maintenance of Office or Agency.........................    53
   Section 9.3.  Money for Securities Payments to Be Held in Trust;
                    Unclaimed Money......................................    54
   Section 9.4.  Corporate Existence.....................................    55
   Section 9.5.  [Intentionally omitted].................................    55
   Section 9.6.  Reports by the Company..................................    55
</TABLE>


                                       iii

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<TABLE>
<S>                                                                         <C>
   Section 9.7.  Annual Review Certificate...............................    56
   Section 9.8.  Limitation on Liens.....................................    56
   Section 9.9.  [Intentionally omitted].................................    57
   Section 9.10. Taxes...................................................    57
   Section 9.11. Additional Amounts......................................    57
   Section 9.12. Calculation of Original Issue Discount..................    58

ARTICLE 10 REDEMPTION....................................................    58
   Section 10.1. Applicability of Article................................    58
   Section 10.2. Election to Redeem; Notice to Trustee...................    58
   Section 10.3. Selection of Securities to Be Redeemed..................    58
   Section 10.4. Notice of Redemption....................................    59
   Section 10.5. Deposit of Redemption Price.............................    60
   Section 10.6. Securities Payable on Redemption Date...................    60
   Section 10.7. Securities Redeemed in Part.............................    61

ARTICLE 11 SINKING FUNDS.................................................    61
   Section 11.1. Applicability of Article................................    61
   Section 11.2. Satisfaction of Sinking Fund Payments with Securities...    61
   Section 11.3. Redemption of Securities for Sinking Fund...............    62
</TABLE>


                                       iv

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
---------------------------                                    -----------------
<S>                                                            <C>
SECTION 310(a)(1)...........................................     6.10, 6.12
(a) (2).....................................................     6.12
(a) (3).....................................................     NOT APPLICABLE
(a) (4).....................................................     NOT APPLICABLE
(a) (5).....................................................     6.12
(b).........................................................     6.10, 6.12
SECTION 311(a)..............................................     6.3
(b).........................................................     6.3
SECTION 312(a)..............................................     6.8
(b).........................................................     6.8
(c).........................................................     6.8
SECTION 313(a)..............................................     6.7
(b).........................................................     6.7
(c).........................................................     6.7
(d).........................................................     6.7
SECTION 314(a)..............................................     9.6, 9.7
(b).........................................................     NOT APPLICABLE
(c) (1).....................................................     1.2
(c) (2).....................................................     1.2
(c) (3).....................................................     NOT APPLICABLE
(d).........................................................     NOT APPLICABLE
(e).........................................................     1.2
SECTION 315(a)..............................................     6.1
(b).........................................................     6.6
(c).........................................................     6.1
(d).........................................................     6.1
(e).........................................................     5.15
SECTION 316(a)..............................................     1.1
(a) (1) (A).................................................     5.8
(a) (1) (B).................................................     5.7
(a) (2).....................................................     NOT APPLICABLE
(b).........................................................     5.10
(c).........................................................     1.4
SECTION 317(a) (1)..........................................     5.3
(a) (2).....................................................     5.4
(b).........................................................     9.3
SECTION 318(a)..............................................     1.11
</TABLE>

NOTE: This cross-reference table shall not, for any purpose, be deemed to be a
     part of the Indenture.


                                        v

<PAGE>

          INDENTURE, dated as of December __, 2005, between Fidelity National
Title Group, Inc., a Delaware corporation (the "Company") and The Bank of New
York Trust Company, N.A., a national banking association and a wholly owned
subsidiary of the The Bank of New York Company, Inc. (the "Trustee").

                                    RECITALS

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

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

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

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

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

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

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
when used with respect to any specified Person

<PAGE>

means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Agent" means any Paying Agent or Registrar.

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

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

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

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

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

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

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

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

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

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


                                        2

<PAGE>

          "Consolidated Tangible Assets" means, with respect to the Company as
at any date, the total assets of the Company and its consolidated Subsidiaries,
less goodwill, each determined in accordance with GAAP as they appear on the
most recently prepared consolidated balance sheet of the Company as of the end
of a fiscal quarter.

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

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 10161 Centurion
Parkway, Jacksonville, FL 32256, Attention: Corporate Trust Administration.

          "Credit Agreement" shall have the meaning set forth in Section 9.8(b).

          "Currency" means Dollars or any Foreign Currency.

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

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

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

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

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

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

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

          "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such
governments.

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


                                        3

<PAGE>

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

          "Holder" means, with respect to a Bearer Security, a bearer thereof or
of a coupon appertaining thereto and, with respect to a Registered Security, a
person in whose name a Security is registered on the Register.

          "Indenture" means this Indenture as originally executed or as amended
or supplemented from time to time and shall include the forms and terms of
particular series of Securities established as contemplated hereunder.

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

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

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

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

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

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


                                        4

<PAGE>

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

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

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

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

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

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

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

          (iv) which have been paid pursuant to Section 3.6 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company;

          provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by Section 313 of the
Trust Indenture Act, (a) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (b) the principal
amount of any Indexed Security that may be counted in making such determination
and that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of


                                        5

<PAGE>

such Indexed Security at original issuance, unless otherwise provided in or
pursuant to this Indenture, (c) the principal amount of a Security denominated
in a Foreign Currency shall be the Dollar equivalent, determined on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (a)
above) of such Security, and (d) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

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

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

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

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

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


                                        6

<PAGE>

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

          "Refinancing Debt" shall have the meaning set forth in Section 9.8(b).

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

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

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

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

          "Responsible Officer", when used with respect to the Trustee, shall
mean any vice president, any assistant vice president, any senior trust officer,
any trust officer, or any officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject and who
shall have direct responsibility for the administration of this Indenture.

          "Restricted Subsidiary" means any Subsidiary of the Company which (i)
is Chicago Title Insurance Company, an insurance company organized under the
laws of Missouri, Fidelity National Title Insurance Company, an insurance
company organized under the laws of California, Security Union Title Insurance
Company, an insurance company organized under the laws of California, Ticor
Title Insurance Company, an insurance company organized under the laws of
California, Ticor Title Insurance Company of Florida, an insurance company
organized under the laws of Florida, or Alamo Title Insurance, an insurance
company organized under the laws of Texas, and any Person successor to any of
the foregoing insurance companies or (ii) owns, directly or indirectly, the
capital stock of any Subsidiary described in clause (i) of this definition.

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

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

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

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


                                        7

<PAGE>

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
effect on the date of this Indenture, except as provided in Section 8.3;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

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

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

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

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

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

     Section 1.2. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such


                                        8

<PAGE>

conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

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

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

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


                                        9

<PAGE>

     Section 1.4. Acts of Holders.

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

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

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

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

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


                                       10

<PAGE>

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

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

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

               (2) the Company by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and sent by facsimile (with confirmation of
     receipt), overnight delivery service or mail, first-class postage prepaid,
     to the Company addressed to it at Fidelity National Title Group, Inc., 601
     Riverside Avenue, Jacksonville, Florida 32204, Attention: Chief Financial
     Officer or at any other address previously furnished in writing to the
     Trustee by the Company.

     Section 1.6. Notice to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Registered
Security expressly provided) if in writing and sent by overnight delivery
service or mailed, first-class postage prepaid, to each such Holder affected by
such event, at his address as it appears in the Register, within the time
prescribed for the giving of such notice, and (ii) if any of the Securities
affected by such event are Bearer Securities, notice to the Holders thereof
shall be sufficiently given (unless otherwise herein or in the terms of such
Bearer Securities expressly provided) if published once in an Authorized
Newspaper in New York, New York, and in such other city or cities, if any, as
may be specified as contemplated by Section 3.1. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. In any case


                                       11

<PAGE>

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

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

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

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

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

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

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

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

     Section 1.12. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of any Security or
coupon other than a provision in the Securities of any series


                                       12

<PAGE>

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

     Section 1.13. Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or events that a court applying New York law would hold to be
included within the term "Acts of God", and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.

                                    ARTICLE 2

                                 SECURITY FORMS

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

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

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


                                       13

<PAGE>

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

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

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

                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A.,
                                        as Trustee


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

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

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

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

     Section 2.4. Form of Legend for Securities in Global Form. Any Security in
global form authenticated and delivered hereunder shall bear a legend in
substantially the following


                                       14

<PAGE>

form and such other legends as may be approved by the officers executing such
Security, as evidenced by their execution thereof:

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

                                    ARTICLE 3

                                 THE SECURITIES

     Section 3.1. Amount Unlimited; Issuable in Series.

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

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

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

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

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

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

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


                                       15

<PAGE>

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

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

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

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

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

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

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

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

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


                                       16

<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       17

<PAGE>

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

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

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

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

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

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

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


                                       18

<PAGE>

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

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

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

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

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

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

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


                                       19

<PAGE>

          If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series, authenticate and deliver one
or more Securities in global form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the Depository for such Security or Securities in global form or
the nominee of such Depository, (iii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instruction and (iv) shall bear the
legend contemplated by Section 2.4.

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

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

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

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

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


                                       20

<PAGE>

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

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

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

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

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


                                       21

<PAGE>

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

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

          Unless otherwise specified pursuant to Section 3.1 with respect to the
Securities of any series, a Security in global form will be exchangeable for
certificated Securities of the same series in definitive form only if (i) the
Depository for the Global Securities of such series notifies the Company that it
is unwilling or unable to continue as Depository for the global Securities of
such series or such Depository ceases to be a clearing agency registered as such
under the Securities Exchange Act of 1934, as amended, or any successor thereto
if so required by applicable law or regulation and, in either case, a successor
Depository for such Securities


                                       22

<PAGE>

shall not have been appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, as the case may be,
(ii) the Company, in its sole discretion, determines that such Securities in
global form shall be exchangeable for certificated Securities and executes and
delivers to the Trustee a Company Order to the effect that such global
Securities shall be so exchangeable, or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Securities of such series,
the Company's election pursuant to Section 3.1(b)(24) shall no longer be
effective with respect to the Securities of such series and the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series of like tenor and terms,
shall authenticate and deliver, without charge, Securities of such series of
like tenor and terms in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor and terms in global form in exchange for
such Security or Securities in global form. Upon any such exchange, owners of
beneficial interests in such Securities in global form will be entitled to
physical delivery of individual Securities in certificated form of like tenor
and terms equal in principal amount to such beneficial interests, and to have
such Securities in certificated form registered in the names of the beneficial
owners.

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

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

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

          All Securities issued upon any registration of transfer or upon any
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled


                                       23

<PAGE>

to the same benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange.

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

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

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

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

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


                                       24

<PAGE>

destroyed, lost or stolen Bearer Security or the Bearer Security to which such
lost, destroyed or stolen coupon appertains, if such Holder's claim appertains
to a Bearer Security, of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding with coupons corresponding to the coupons, if any, appertaining to
the destroyed, lost or stolen Security.

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

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

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

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

     Section 3.7. Payment of Interest; Interest Rights Preserved.

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

          Unless otherwise provided as contemplated by Section 3.1 and except as
otherwise provided in Section 9.2, (i) interest, if any, on Bearer Securities
shall be paid only against presentation and surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original
issue discount, if any, on Bearer Securities shall be paid


                                       25

<PAGE>

only against presentation and surrender of such Securities, in either case at
the office of a Paying Agent located outside the United States, unless the
Company shall have otherwise instructed the Trustee in writing, provided that
any such instruction for payment in the United States does not cause any Bearer
Security to be treated as a "registration-required obligation" under United
States laws and regulations. The interest, if any, on any temporary Bearer
Security shall be paid, as to any installment of interest evidenced by a coupon
attached thereto, only upon presentation and surrender of such coupon and, as to
other installments of interest, only upon presentation of such Security for
notation thereon of the payment of such interest.

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

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

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


                                       26

<PAGE>

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

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

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

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

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

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


                                       27

<PAGE>

     Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, in such case, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly advise the Trustee of any change in the CUSIP Numbers.

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

                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

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

               (1) either

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

               (B) all Securities of such series and, in the case of (i) or (ii)
     below, any coupons appertaining thereto not theretofore delivered to the
     Trustee for cancellation (i) have become due and payable, or (ii) will
     become due and payable at their Stated Maturity within one year, or (iii)
     if redeemable at the option of the Company, are to be called for redemption
     within one year under arrangements satisfactory to the Trustee for the
     giving of notice of redemption by the Trustee in the name, and at the
     expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
     above, has irrevocably


                                       28

<PAGE>

     deposited or caused to be deposited with the Trustee as trust funds in
     trust for the purpose an amount in the currency in which the Securities of
     such series are payable, sufficient to pay and discharge the entire
     indebtedness on such Securities and such coupons not theretofore delivered
     to the Trustee for cancellation, in respect of principal, premium, if any,
     and interest, to the date of such deposit (in the case of Securities which
     have become due and payable) or to the Stated Maturity or Redemption Date,
     as the case may be;

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

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

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

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

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


                                       29

<PAGE>

pursuant to Section 4.5 may only be exercised with respect to all of the
Outstanding Securities of a series and any coupons appertaining thereto.

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

     Section 4.5. Covenant Defeasance. Upon the Company's exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of a series, the Company shall be released from its obligations under
Sections 7.1, 9.4 (other than the Company's obligation to maintain its corporate
existence), 9.8 and 9.10 and, if specified pursuant to Section 3.1, its
obligations under any other covenant, with respect to such Securities and any
coupons appertaining thereto on and after the date the conditions set forth in
Section 4.6 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to be
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 7.1, 9.4 (other than the Company's obligation to
maintain its corporate existence), 9.8 and 9.10 and any such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of


                                       30

<PAGE>

Default under Section 5.1(3) or 5.1(7) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

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

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

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

          (c) In the case of an election under Section 4.4, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for


                                       31

<PAGE>

federal income tax purposes as a result of such defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.

          (d) In the case of an election under Section 4.5, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities and any coupons appertaining thereto will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

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

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

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

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

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

          Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 4.6(a) has been made, (a)
the Holder of a Security in respect


                                       32

<PAGE>

of which such deposit was made is entitled to, and does, elect pursuant to
Section 3.1 or the terms of such Security to receive payment in a currency other
than that in which the deposit pursuant to Section 4.6(a) has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of the
Foreign Currency in which the deposit pursuant to Section 4.6(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of and premium, if any, and
interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the monies or Government Obligations (or other property and any
proceeds therefrom) deposited in respect of such Security into the currency in
which such Security becomes payable as a result of such election or Conversion
Event based on (x) in the case of payments made pursuant to clause (a) above,
the applicable market exchange rate for such Foreign Currency in effect on the
second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

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

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

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


                                       33

<PAGE>

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

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

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

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

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

               (4) [intentionally omitted]; or

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

               (6) a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that (A) is for relief against the Company in an
     involuntary case,


                                       34

<PAGE>

     (B) appoints a Custodian of the Company or for all or substantially all of
     its property, (C) orders the winding up or liquidation of the Company, (D)
     adjudges the Company a bankrupt or insolvent or (E) approves as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect to the Company; and any such order or decree
     described in this clause (6) remains unstayed and in effect for 60 days; or

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

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

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

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

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

               (2) all Events of Default with respect to Securities of such
     series, other than the non-payment of the principal of, and interest on,
     and any Additional Amounts


                                       35

<PAGE>

     with respect to, Securities of such series which shall have become due
     solely by such declaration of acceleration, shall have been cured or waived
     as provided in Section 5.7.

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

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

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

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

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

          If the Company fails to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and any coupons appertaining thereto and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any other obligor upon such Securities and any coupons appertaining thereto,
wherever situated.

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

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


                                       36

<PAGE>

Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (a) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of such series, of the principal
and any premium, interest and Additional Amounts owing and unpaid in respect of
such Securities and any coupons appertaining thereto and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents or counsel) and of the
Holders of Securities or any coupons allowed in such judicial proceeding, and

          (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any Custodian in
any such judicial proceeding is hereby authorized by each Holder of Securities
or any coupons to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders of
Securities or any coupons, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 6.9.

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

     Section 5.5. Trustee May Enforce Claims Without Possession of Securities or
Coupons. All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or coupon in respect of which such judgment has been recovered.

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

     Section 5.7. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series by
written notice to the Trustee may waive on behalf of the Holders of all
Securities of such series any past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment


                                       37

<PAGE>

of the principal of, or premium, if any, or interest on, or Additional Amounts,
if any, with respect to, any Security of such series or any coupon appertaining
thereto or (ii) in respect of a covenant or provision hereof which pursuant to
Section 8.2 cannot be amended or modified without the consent of the Holder of
each Outstanding Security of such series affected. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture.

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

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

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

               (2) the Holders of at least 25% in aggregate principal amount of
     the Outstanding Securities of that series have made a written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

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

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

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


                                       38

<PAGE>

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

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

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

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

          THIRD: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.11. At least 15 days before such record date,
the Trustee shall mail to each holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

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

     Section 5.13. Rights and Remedies Cumulative. To the extent permitted by
applicable law and except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or


                                       39

<PAGE>

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

     Section 5.14. Waiver of Stay or Extension Laws. The Company covenants that
(to the extent that it may lawfully do so) it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this indenture; and
the Company expressly waives (to the extent that it may lawfully do so) all
benefit or advantage of any such law and covenants (to the extent it may
lawfully do so) that it will not hinder, delay or impede the execution of any
power herein granted to the trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

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

                                    ARTICLE 6

                                   THE TRUSTEE

     Section 6.1. Certain Duties and Responsibilities of the Trustee.

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

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

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

          (a) The Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any document believed by it to be genuine
and to have been signed


                                       40

<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       41

<PAGE>

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

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

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

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

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

     Section 6.6. Notice of Defaults. If a Default occurs and is continuing with
respect to the Securities of any series and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit by mail, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of all Defaults known to it unless
such Default shall have been cured or waived; provided, however, that in the
case of a Default in payment on the Securities of any series, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of
Holders of Securities of that series; and provided, further, that in the case of
any Default of the character specified in Section 5.1(3) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

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


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<PAGE>

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

     Section 6.8. Securityholder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders of Securities of each series. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee semiannually on or
before the last day of June and December in each year, and at such other times
as the Trustee may request in writing, a list, in such form and as of such date
as the Trustee may reasonably require, containing all the information in the
possession or control of the Registrar, the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of Securities of
each such series. If there are Bearer Securities of any series outstanding, even
if the Trustee is the Registrar, the Company shall furnish to the Trustee such a
list containing such information with respect to Holders of such Bearer
Securities only. Holders of Securities may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or the Securities. The Company, the Trustee and all
other Persons shall have the protection of Section 312(c) of the Trust Indenture
Act.

     Section 6.9. Compensation and Indemnity.

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

          (b) The Company shall fully indemnify the Trustee for, and hold it
harmless against, any and all loss or liability, damage, claim or expense
including taxes (other than taxes based upon or determined or measured by the
income of the Trustee) incurred by it arising out of or in connection with its
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim of which
it has received written notice and for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.


                                       43

<PAGE>

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

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

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

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

     Section 6.10. Replacement of Trustee.

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

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

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

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


                                       44

<PAGE>

          (d) If at any time:

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

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

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

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

     Section 6.11. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee,


                                       45

<PAGE>

without further act, deed or conveyance, shall become vested with all the
rights, powers and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

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

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

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

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


                                       46

<PAGE>

     Section 6.12. Eligibility; Disqualification. There shall at all times be a
Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $50,000,000 (or, in the case of a Trustee which is a
subsidiary of a bank holding company, which Trustee shall have a combined
capital and surplus of at least $10,000,000 and whose ultimate parent bank
holding company shall have a combined capital and surplus of at least
$50,000,000). If such corporation (or ultimate parent bank holding company, as
the case may be) publishes reports of condition at least annually, pursuant to
law or the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation (or ultimate parent bank
holding company, as the case may be) shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Article. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series.

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

     Section 6.14. Appointment of Authenticating Agent. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any state or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
federal or state authorities. If such Authenticating Agent publishes reports of
condition at least annually,


                                       47

<PAGE>

pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

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

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

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

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


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


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


                                       48

<PAGE>


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

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

                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

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

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

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

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

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

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

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

     Section 8.1. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, when authorized by or pursuant to a
Board Resolution,


                                       49

<PAGE>

and the Trustee, at any time and from time to time, may enter into indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of
the following purposes:

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

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

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

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

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

               (6) to secure the Securities; or

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

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

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

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


                                       50

<PAGE>

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

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

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

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

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

               (4) make any change in Section 5.7 or this 8.2 except to increase
     any percentage or to provide that certain other provisions of this
     Indenture cannot be


                                       51

<PAGE>

     modified or waived without the consent of the Holders of each Outstanding
     Security affected thereby.

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

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

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

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

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

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

                                    ARTICLE 9

                                    COVENANTS

     Section 9.1. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, and premium,
if any, and interest on, and Additional Amounts, if any, with respect to, the
Securities of that series in accordance with the terms of the


                                       52

<PAGE>

Securities of such series, any coupons appertaining thereto and this Indenture.
An installment of principal, premium, if any, interest or Additional Amounts, if
any, shall be considered paid on the date it is due if the Trustee or Paying
Agent holds on that date money designated for and sufficient to pay the
installment.

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

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

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


                                       53

<PAGE>

for Securities (including any coupons, if any) of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

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

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

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

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

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

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

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


                                       54

<PAGE>

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

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

     Section 9.5. [Intentionally omitted]

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

          (a) To file with the Trustee, within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, document and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents or
reports pursuant to either of such Sections, then to file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

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


                                       55

<PAGE>

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

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

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

     Section 9.8. Limitation on Liens.

          (a) The Company will not, and will not permit any Subsidiary to,
incur, assume or guarantee any Debt secured by a Lien on any shares of capital
stock of any Restricted Subsidiary ("Secured Debt") (whether such capital stock
is owned or outstanding at the date of this Indenture or thereafter acquired or
issued, as the case may be) if, immediately after giving effect thereto, the
aggregate principal amount of all Secured Debt (other than Excluded Debt) would
exceed 15% of the Company's Consolidated Tangible Assets, unless the Company
provides, concurrently with or prior to the incurrence, assumption or guarantee
of such Secured Debt, that the Securities shall be secured equally and ratably
with (or, at the option of the Company, prior to) such Secured Debt for so long
as such Secured Debt is so secured.

          (b) The provisions set forth in Section 9.8(a) shall not apply to Debt
secured by the following Liens ("Excluded Debt"): (i) Liens existing as of the
date of this Indenture; (ii) Liens securing all or any portion of any Debt
incurred (x) pursuant to the Credit Agreement, dated as of October 17, 2005, by
and among the Company, as Borrower, Bank of America, N.A., as Administrative
Agent, and various financial institutions and other persons from time to time
parties thereto, as Lenders, as amended, supplemented or modified from time to
time (the "Credit Agreement") or (y) pursuant to any Debt instrument or
agreement ("Refinancing Debt") that in whole or in part refinances, refunds,
repays, renews, replaces or extends the Credit Agreement or any Refinancing
Debt; provided that the aggregate principal amount of Debt that shall constitute
Excluded Debt under this Section 9.8(b)(ii) shall not exceed $400 million; (iii)
Liens securing Debt owing by any Subsidiary to the Company or to any other
Subsidiary; (iv) Liens on any shares of capital stock existing at the time of
the direct or indirect acquisition thereof by the Company or any Subsidiary; and
(v) Liens for the sole purpose of refinancing, refunding, repaying, renewing,
replacing or extending in whole or in part any Debt secured by Liens referred to
in the foregoing clauses (i), (iii) or (iv), inclusive, or in this clause (v);
provided, however, that the principal amount of the Debt excluded pursuant to
this clause (v) shall not


                                       56

<PAGE>

exceed the principal amount of Debt so secured at the time of such refinancing,
refunding, repayment, renewal, replacement or extension.

          (c) Secured Debt permitted under this Section 9.8 need not be
permitted solely by reference to one provision permitting such Debt but may be
permitted in part by one provision and in part by one or more other provisions
(including without limitation in part under Section 9.8(a) and in part under one
or more of the provisions of Section 9.8(b)). In the event that Debt or any
portion thereof meets the criteria of more than one such provision, the Company
shall classify such Debt in its sole discretion.

     Section 9.9. [Intentionally omitted].

     Section 9.10. Taxes. The Company shall, and shall cause each of its
Subsidiaries to, pay or discharge or cause to be paid or discharged prior to
delinquency all taxes, assessments and governmental levies the non-payment of
which would materially adversely affect the business, prospects, earnings,
properties, assets or condition, financial or otherwise, of the Company and its
Subsidiaries taken as a whole except those taxes, assessments and governmental
levies whose amount, applicability or validity is being contested in good faith
and by appropriate proceedings.

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

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


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<PAGE>

Paying Agent on or prior to the date such payment is due the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

     Section 9.12. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year, and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE 10

                                   REDEMPTION

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

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

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


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<PAGE>

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

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

          All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

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

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

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

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

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

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

               (9) that, unless otherwise specified in such notice, Bearer
     Securities of any series, if any, surrendered for redemption must be
     accompanied by all coupons maturing subsequent to the Redemption Date or
     the amount of any such missing coupon


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<PAGE>

     or coupons will be deducted from the Redemption Price, unless security or
     indemnity satisfactory to the Company, the Trustee and any Paying Agent is
     furnished; and

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

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

     Section 10.5. Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, which it may not do in the case
of a sinking fund payment under Article 11, segregate and hold in trust as
provided in Section 9.3) an amount of money in the currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

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

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

          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid


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<PAGE>

after deducting from the Redemption Price an amount equal to the face amount of
all such missing coupons, or the surrender of such missing coupon or coupons may
be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Bearer Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside of the United States (except as otherwise provided pursuant to Section
9.2) and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of those coupons.

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

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

                                   ARTICLE 11

                                  SINKING FUNDS

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

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

     Section 11.2. Satisfaction of Sinking Fund Payments with Securities. The
Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with


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respect to the Securities of such series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided
that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 11.3. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 11.2 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

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


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<PAGE>

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

                                        FIDELITY NATIONAL TITLE GROUP, INC.


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

                                        Title:



Attest:


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

Title:



                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


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



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