<PAGE>

                                                                     Exhibit 4.1
                                                                     -----------


================================================================================


                                TOYS "R" US, INC.
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK
                                   as Trustee



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

                                    Indenture

                            Dated as of July 24, 2001

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



                                  $750,000,000

                       $250,000,000 6.875% Notes due 2006



                       $500,000,000 7.625% Notes due 2011





===============================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

TIA Sections                                                 Indenture Sections
------------                                                 ------------------

ss.  310     (a)..........................................................7.10
             (b)..........................................................7.08
ss.  311     .............................................................7.03
ss.  312     ............................................................10.02
ss.  313     .............................................................7.06
ss.  314     (c).........................................................10.04
             (e).........................................................10.05
ss.  315     (a)....................................................7.01, 7.02
             (b)....................................................7.02, 7.05
             (c)..........................................................7.01
             (d)..........................................................7.02
             (e)....................................................6.12, 7.02
ss.  316     (a)........................................2.05, 6.02, 6.04, 6.05
             (b)....................................................6.06, 6.07
             (c).........................................................10.02
ss.  317     (a) (1)......................................................6.08
             (a) (2)......................................................6.09
             (b)..........................................................2.03
ss.  318     ............................................................10.01


<PAGE>

                                         RECITALS 1


                                         ARTICLE 1
                         DEFINITIONS AND INCORPORATION BY REFERENCE
<TABLE>
<CAPTION>
<S>                                                                                                    <C>
Section 1.01.      Definitions..........................................................................1

Section 1.02.      Rules of Construction...............................................................10


                                         ARTICLE 2
                                         THE NOTES

Section 2.01.      Form, Dating and Denominations; 144A, Reg S.  (a)...................................10

Section 2.02.      Execution and Authentication; Exchange Notes; Additional Notes......................12

Section 2.03.      Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in
                   Trust...............................................................................13

Section 2.04.      Replacement Notes...................................................................13

Section 2.05.      (a) Outstanding Notes...............................................................13

Section 2.06.      Temporary Notes.....................................................................14

Section 2.07.      Cancellation........................................................................14

Section 2.08.      CUSIP and CINS Numbers..............................................................15

Section 2.09.      (a) Registration, Transfer and Exchange.............................................15

Section 2.10.      Restrictions on Transfer and Exchange...............................................17

Section 2.11.      Temporary Offshore Global Notes.....................................................19


                                         ARTICLE 3
                                         REDEMPTION

Section 3.01.      Optional Redemption.................................................................20

Section 3.02.      Method and Effect of Redemption.....................................................20


                                         ARTICLE 4
                                         COVENANTS

Section 4.01.      Payment of Notes....................................................................21

Section 4.02.      Maintenance of Office or Agency.....................................................22

Section 4.03.      Paying Agent........................................................................22


<PAGE>

Section 4.04.      Certificate to Trustee..............................................................23

Section 4.05.      Corporate Existence.................................................................23

Section 4.06.      Securityholders' Lists..............................................................23

Section 4.07.      Reports by the Issuer...............................................................23

Section 4.08.      Reports by the Trustee..............................................................24

Section 4.09.      Appointment to Fill a Vacancy in Office of Trustee..................................24

Section 4.10.      Limitation on Liens.................................................................24

Section 4.11.      Limitation on Sale and Leaseback Transactions.......................................25

Section 4.12.      Waiver of Certain Covenants.........................................................25


                                         ARTICLE 5
                          CONSOLIDATION, MERGER OR SALE OF ASSETS

Section 5.01.      Consolidation, Merger or Sale of Assets by the Company..............................26

Section 5.02.      Successor Person Substituted........................................................26


                                         ARTICLE 6
                                    DEFAULT AND REMEDIES

Section 6.01.      Events of Default...................................................................26

Section 6.02.      Acceleration........................................................................27

Section 6.03.      Other Remedies......................................................................28

Section 6.04.      Waiver of Past Defaults.............................................................28

Section 6.05.      Control by Majority.................................................................28

Section 6.06.      Limitation on Suits.................................................................28

Section 6.07.      Rights of Holders to Receive Payment................................................29

Section 6.08.      Collection Suit by Trustee..........................................................29

Section 6.09.      Trustee May File Proofs of Claim....................................................29

Section 6.10.      Priorities..........................................................................29

Section 6.11.      Restoration of Rights and Remedies..................................................30

Section 6.12.      Undertaking for Costs...............................................................30

Section 6.13.      Rights and Remedies Cumulative......................................................30

Section 6.14.      Delay or Omission Not Waiver........................................................30

Section 6.15.      Waiver of Stay, Extension or Usury Laws.............................................30

<PAGE>

                                         ARTICLE 7
                                        THE TRUSTEE

Section 7.01.      General.............................................................................31

Section 7.02.      Certain Rights of Trustee...........................................................31

Section 7.03.      Individual Rights of Trustee........................................................32

Section 7.04.      Trustee's Disclaimer................................................................33

Section 7.05.      Notice of Default...................................................................33

Section 7.06.      Reports by Trustee to Holders.......................................................33

Section 7.07.      Compensation and Indemnity..........................................................33

Section 7.08.      Replacement of Trustee..............................................................34

Section 7.09.      Successor Trustee by Merger.........................................................35

Section 7.10.      Eligibility.........................................................................35

Section 7.11.      Money Held in Trust.................................................................35


                                         ARTICLE 8
                                  DEFEASANCE AND DISCHARGE

Section 8.01.      Discharge of Company's Obligations..................................................35

Section 8.02.      Legal Defeasance....................................................................36

Section 8.03.      Covenant Defeasance.................................................................37

Section 8.04.      Application of Trust Money..........................................................37

Section 8.05.      Repayment to Company................................................................37

Section 8.06.      Reinstatement.......................................................................38


                                         ARTICLE 9
                            AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.      Amendments Without Consent of Holders...............................................38

Section 9.02.      Amendments With Consent of Holders..................................................39

Section 9.03.      Effect of Consent...................................................................40

Section 9.04.      Trustee's Rights and Obligations....................................................40

Section 9.05.      Conformity with Trust Indenture Act.................................................40

Section 9.06.      Payments for Consents...............................................................40

<PAGE>

                                         ARTICLE 10
                                       MISCELLANEOUS

Section 10.01.     Trust Indenture Act of 1939.........................................................41

Section 10.02.     Noteholder Communications; Noteholder Actions.......................................41

Section 10.03.     Notices.............................................................................41

Section 10.04.     Certificate and Opinion as to Conditions Precedent..................................42

Section 10.05.     Statements Required in Certificate or Opinion.......................................43

Section 10.06.     Payment Date Other Than a Business Day..............................................43

Section 10.07.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.....................43

Section 10.08.     No Adverse Interpretation of Other Agreements.......................................44

Section 10.09.     Successors..........................................................................44

Section 10.10.     Duplicate Originals.................................................................44

Section 10.11.     Separability........................................................................44

Section 10.12.     Table of Contents and Headings......................................................44

Section 10.13.     No Liability of Directors, Officers, Employees, Incorporators and Stockholders......44
</TABLE>

<PAGE>

         INDENTURE, dated as of July 24, 2001, between TOYS "R" US, INC., a
Delaware corporation (the "Company") and THE BANK OF NEW YORK, a New York
banking company, as Trustee.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of up to (i) $250,000,000 aggregate
principal amount of the Company's 6.875% Notes due 2006 (the "2006 Notes") and
(ii) $500,000,000 aggregate principal amount of the Company's 7.625% Notes due
2011 (the "2011 Notes", together with the 2006 Notes, the "Notes", which term
includes, if and when issued, any Additional Notes and any Exchange Notes issued
therefor as provided herein). All things necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms, have been done,
and the Company has done all things necessary to make the Notes (in the case of
the Additional Notes, when duly authorized), when issued, executed and delivered
by the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company as hereinafter provided.

         This Indenture is subject to, and will be governed by, the provisions
of the Trust Indenture Act that are required to be a part of and govern
indentures qualified under the Trust Indenture Act.

                            THIS INDENTURE WITNESSETH

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, the parties hereto covenant and agree, for the equal and
proportionate benefit of all Holders, as follows:


                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

         "Additional Interest" means additional interest owed to the Holders
pursuant to a Registration Rights Agreement.

         "Additional Notes" means any notes issued under this Indenture in
addition to the Original Notes, including any Exchange Notes issued in exchange
for such Additional Notes, having the same terms in all respects as the Original
Notes except that interest will accrue on the Additional Notes from their date
of issuance.

         "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


<PAGE>

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agent" means any Registrar, Paying Agent or Authenticating Agent.

         "Agent Member" means a member of, or a participant in, the Depositary.

         "Authenticating Agent" refers to a Person engaged to authenticate the
Notes in the stead of the Trustee.

         "bankruptcy default" has the meaning assigned to such term in Section
6.01(e).

         "Board of Directors" means the board of directors or comparable
governing body of the Company, or any committee thereof duly authorized to act
on its behalf.

         "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City or in the city where the Corporate Trust
Office of the Trustee is located are authorized by law to close.

         "Certificate of Beneficial Ownership" means a certificate substantially
in the form of Exhibit F.

         "Certificated Note" means a Note in registered individual form without
interest coupons.

         "Clearstream" means Clearstream Banking, S.A. and its successors.

         "Commission" means the Securities and Exchange Commission.

         "Company" means the party named as such in the first paragraph of this
Indenture or any successor obligor under this Indenture and the Notes pursuant
to Article 5.

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

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer


                                       2
<PAGE>

Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such quotations.

         "Consolidated Capitalization," which may be determined as of a date not
more than 60 days prior to the happening of an event for which such
determination is being made, means the total of all the assets appearing on the
consolidated balance sheet of the Company and its Subsidiaries, less the
following:

         (i) current liabilities; and

         (ii) deferred income taxes."

         "Consolidated Net Tangible Assets," which may be determined as of a
date not more than 60 days prior to the happening of an event for which such
determination is being made, means the total of all the assets appearing on the
consolidated balance sheet of the Company and its Subsidiaries, less the
following:

         (i) current liabilities;

         (ii) intangible assets, including without limitation, such items as
goodwill, trademarks, trade names, patents and unamortized debt discount and
expense carried as an asset on said balance sheet; and

         (iii) appropriate adjustments on account of minority interests of other
Persons holding stock in any Subsidiary of the Company."

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee is principally administered, which at
the date of this Indenture is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286.

         "Debt" means all indebtedness for money borrowed.

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

         "Depositary" means the depositary of each Global Note, which will
initially be DTC.

         "DTC" means The Depository Trust Company, a New York corporation, and
its successors.

         "Discharged" means, for purposes of Section 8.03, that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Notes and to have satisfied all the obligations
under this Indenture relating to the Notes (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
(i) rights of registration of transfer and exchange, and the Company's right of
optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Notes, (iii) rights of Holders of Notes to receive from the trust


                                       3
<PAGE>

fund described in Section 8.01(a)(ii)(B), payments of principal of, and premium
(not relating to optional redemption), if any, and interest on the Notes, (iv)
the rights, obligations and immunities of the Trustee hereunder and (v) the
rights of the Holders as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them.

         "DTC Legend" means the legend set forth in Exhibit C.

         "Domestic Subsidiary" means any Subsidiary formed under the laws of, or
conducting its principal operations within, the United States of America or any
State or territory thereof.

         "Euroclear" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.

         "Event of Default" has the meaning assigned to such term in Section
6.01.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Exchange Notes" means the Notes of the Company issued pursuant to this
Indenture in exchange for, and in an aggregate principal amount equal to, the
Initial Notes or any Initial Additional Notes in compliance with the terms of a
Registration Rights Agreement and containing terms substantially identical to
the Initial Notes or any Initial Additional Notes (except that (i) such Exchange
Notes will be registered under the Securities Act and will not be subject to
transfer restrictions or bear the Restricted Legend, and (ii) the provisions
relating to Additional Interest will be eliminated).

         "Exchange Offer" means an offer by the Company to the Holders of the
Initial Notes or any Initial Additional Notes to exchange outstanding Notes for
Exchange Notes, as provided for in a Registration Rights Agreement.

         "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in a Registration Rights Agreement.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

         "Global Note" means a Note in registered global form without interest
coupons.

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment


                                       4
<PAGE>

thereof or to protect such obligee against loss in respect thereof, in whole or
in part; provided that the term "Guarantee" does not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

         "Holder" or "Noteholder" means the registered holder of any Note.

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

         "Initial Additional Notes" means Additional Notes issued in an offering
not registered under the Securities Act and any Notes issued in replacement
thereof, but not including any Exchange Notes issued in exchange therefor.

         "Initial Notes" means the 2006 Notes or the 2011 Notes, as the case may
be, issued on the Issue Date and any Notes issued in replacement thereof, but
not including any Exchange Notes issued in exchange therefor.

         "Initial Purchasers" means the initial purchasers party to a purchase
agreement with the Company relating to the sale of the Initial Notes or Initial
Additional Notes by the Company.

         "Institutional Accredited Investor Certificate" means a certificate
substantially in the form of Exhibit G hereto.

         "interest", in respect of the Notes, unless the context otherwise
requires, refers to interest and Additional Interest, if any.

         "Interest Payment Date" means each February 1 and August 1 of each
year, commencing February 1, 2002.

         "Issue Date" means the date on which the Notes are originally issued
under this Indenture.

         "Lien" means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind; provided, however, that none of the following
shall be deemed to be a Lien:

                  (1) pledges or deposits under workmen's compensation,
         unemployment insurance or similar statutes and mechanics', workmen's,
         repairmen's, materialmen's, carriers' or other similar liens arising in
         the ordinary course of business or deposits or pledges to obtain the
         release of any such liens;

                  (2) liens for taxes or assessments or governmental charges or
         levies not yet due or delinquent, or which can thereafter be paid
         without penalty, or which are being contested in good faith by
         appropriate proceedings; landlord's liens on property held under lease;
         and any other liens of a nature similar to those herein above described
         in this clause (ii) which do not, in the opinion of the Company,
         materially impair the use of such property in the operation of the
         business of the Company or a Domestic Subsidiary or the value of such
         property for the purpose of such business; or



                                       5
<PAGE>

                  (3) any easement or similar encumbrance, the existence of
         which does not impair the use of the property subject thereto for the
         purposes for which it is used."

         "Non-U.S. Person" means a Person that is not a U.S. person, as defined
in Regulation S.

         "Notes" has the meaning assigned to such term in the Recitals.

         "Officer" means the chairman of the Board of Directors, the president
or chief executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant
secretary, of the Company.

         "Officers' Certificate" means a certificate signed in the name of the
Company (i) by the chairman of the Board of Directors, the president or chief
executive officer or a vice president and (ii) by the chief financial officer,
the treasurer or any assistant treasurer or the secretary or any assistant
secretary.

         "Offshore Global Note" means a Global Note representing Notes issued
and sold pursuant to Regulation S.

         "Opinion of Counsel" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Company, satisfactory to the
Trustee.

         "Original Notes" means the Initial Notes and any Exchange Notes issued
in exchange therefor.

         "Paying Agent" refers to a Person engaged to perform the obligations of
the Trustee in respect of payments made or funds held hereunder in respect of
the Notes.

         "Permanent Offshore Global Note" means an Offshore Global Note that
does not bear the Temporary Offshore Global Note Legend.

         "Permitted Liens" means

                  (1) Liens on any property acquired, constructed or improved by
         the Company or any Domestic Subsidiary after the Issue Date, which are
         created or assumed contemporaneously with or within 36 months (48
         months in the case of Liens on warehouses and distribution centers)
         after, such acquisition, or completion of construction or improvement
         (or within six months thereafter pursuant to a firm commitment for
         financing arrangements entered into with a lender or investor within
         such 36 month (or, in the case of warehouses and distribution centers,
         48 month) period) to secure or provide for the payment of all or any
         part of the purchase price of such property or the cost of such
         construction or improvement incurred after the Issue Date, or, in
         addition to Liens contemplated by clauses (2) or (3) below, Liens on
         any property existing at the time of acquisition thereof, provided that
         the Lien shall not apply to any property theretofore owned by the
         Company or any Domestic Subsidiary other than, in the case of any such


                                       6
<PAGE>

         construction or improvement, any theretofore unimproved real property
         on which the property so constructed, or the improvement, is located;

                  (2) Liens on any property, shares of stock or indebtedness
         existing at the time of acquisition thereof from a Person that is
         merged or consolidated with or into the Company or a Domestic
         Subsidiary;

                  (3) Liens on property of a corporation existing at the time
         such corporation becomes a Domestic Subsidiary;

                  (4) Liens to secure Debt of a Domestic Subsidiary owed to the
         Company or of the Company or a Domestic Subsidiary to another Domestic
         Subsidiary;

                  (5) Liens in favor of the United States or any State thereof,
         or any department, agency or instrumentality or political subdivision
         of the United States or any state thereof, to secure partial progress,
         advance or other payments pursuant to any contract or statute or to
         secure any indebtedness incurred for the purpose of financing all or
         any part of the purchase price or the cost of constructing or improving
         the property subject to such Lien;

                  (6) any Lien existing on the Issue Date; or

                  (7) Liens for the sole purpose of extending, renewing or
         replacing Debt secured by any Lien referred to in the foregoing clauses
         (1) to (6), inclusive, provided, however, that the principal amount of
         Debt secured thereby shall not exceed the principal amount of Debt so
         secured at the time of such extension, renewal or replacement, and that
         such extension, renewal or replacement shall be limited to all or a
         part of the property that secured the Lien so extended, renewed or
         replaced (plus improvements on such property).

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

         "principal" of any Debt means the principal amount of such Debt, (or if
such Debt was issued with original issue discount, the face amount of such Debt
less the remaining unamortized portion of the original issue discount of such
Debt), together with, unless the context otherwise indicates, any premium then
payable on such Debt.

         "Principal Property" means any real property or any permanent
improvement thereon owned by the Company or any Domestic Subsidiary including,
without limitation, any store, warehouse, manufacturing facility or plant.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.


                                       7
<PAGE>

         "Reference Treasury Dealer" means (i) each of J.P. Morgan Securities
Inc., and its successors and three other nationally recognized investment
banking firms that are Primary U.S. Government Securities dealers in New York
City (each, a "Primary Treasury Dealer") specified from time to time by the
Company. However, if any the foregoing shall cease to be a Primary Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Company.

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

         "Register" has the meaning assigned to such term in Section 2.09.

         "Registrar" means a Person engaged to maintain the Register.

         "Registration Rights Agreement" means (i) the Registration Rights
Agreement dated on or about the Issue Date between the Company and the Initial
Purchasers party thereto with respect to the Initial Notes, and (ii) with
respect to any Additional Notes, any registration rights agreements between the
Company and the Initial Purchasers party thereto relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
or exchange them for Notes registered under the Securities Act.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the January 15 or July 15 (whether or not a Business Day) next
preceding such Interest Payment Date.

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

         "Regulation S Certificate" means a certificate substantially in the
form of Exhibit D hereto.

         "Resale Registration Statement" means the Resale Registration Statement
as defined in the Registration Rights Agreement.

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

         "Restricted Legend" means the legend set forth in Exhibit C.


                                       8
<PAGE>

         "Restricted Period" means the relevant 40-day distribution compliance
period as defined in Regulation S.

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

         "Rule 144A Certificate" means (i) a certificate substantially in the
form of Exhibit E hereto or (ii) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification
(x) is acquiring such Note (or beneficial interest) for its own account or one
or more accounts with respect to which it exercises sole investment discretion
and that it and each such account is a qualified institutional buyer within the
meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as
applicable, is being made in reliance upon the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that
it has received such information regarding the Company as it has requested
pursuant to Rule 144A(d)(4) or has determined not to request such information.

         "Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing to the Company or any Domestic Subsidiary of any
Principal Property (except for temporary leases for a term, including any
renewal thereof, of not more than 36 months and except for leases between the
Company and a Subsidiary or between Subsidiaries), which Principal Property has
been or is to be sold or transferred by the Company or such Domestic Subsidiary
to such Person.

         "Securities Act" means the Securities Act of 1933.

         "Stated Maturity" means (i) with respect to any Debt, the date
specified as the fixed date on which the final installment of principal of such
Debt is due and payable or (ii) with respect to any scheduled installment of
principal of or interest on any Debt, the date specified as the fixed date on
which such installment is due and payable as set forth in the documentation
governing such Debt, not including any contingent obligation to repay, redeem or
repurchase prior to the regularly scheduled date for payment.

         "Subsidiary" means with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by such Person and one or more
Subsidiaries of such Person (or a combination thereof). Unless otherwise
specified, "Subsidiary" means a Subsidiary of the Company.

         "Temporary Offshore Global Note" means an Offshore Global Note that
bears the Temporary Offshore Global Note Legend.

         "Temporary Offshore Global Note Legend" means the legend set forth in
Exhibit H.

         "Trustee" means the party named as such in the first paragraph of this
Indenture or any successor trustee under this Indenture pursuant to Article 7.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.



                                       9
<PAGE>

         "U.S. Global Note" means a Global Note that bears the Restricted Legend
representing Notes issued and sold pursuant to Rule 144A.

         "U.S. Government Securities" means obligations issued or directly and
fully guaranteed or insured by the United States of America or by any agent or
instrumentality thereof, provided that the full faith and credit of the United
States of America is pledged in support thereof.

         "Value" means, with respect to a Sale and Leaseback Transaction, as of
any particular time, the amount equal to the greater of (i) the net proceeds
from the sale or transfer of the property leased pursuant to such Sale and
Leaseback Transaction or (ii) the sum of all costs of the Company or any
Domestic Subsidiary incurred in connection with the acquisition of such property
and the construction of any improvements thereon, as determined in good faith by
the Company or such Domestic Subsidiary at the time of entering into such Sale
and Leaseback Transaction, in either case multiplied by a fraction, the
numerator of which shall be equal to the number of full years of the term of the
lease that is part of such Sale and Leaseback Transaction remaining at the time
of determination and the denominator of which shall be equal to the number of
full years of such term, without regard to any renewal or extension options
contained in such lease.

         "Voting Stock," as applied to the stock of any corporation, means stock
of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of
directors (or other governing body) of such corporation other than stock having
such power only by reason of the happening of a contingency.

         Section 1.02. Rules of Construction. Unless the context otherwise
requires or except as otherwise expressly provided,

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

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

                  (3) all references to Sections or Articles or Exhibits refer
         to Sections or Articles or Exhibits of or to this Indenture unless
         otherwise indicated;

                  (4) references to agreements or instruments, or to statutes or
         regulations, are to such agreements or instruments, or statutes or
         regulations, as amended from time to time (or to successor statutes and
         regulations); and

                  (5) in the event that a transaction meets the criteria of more
         than one category of permitted transactions or listed exceptions the
         Company may classify such transaction as it, in its sole discretion,
         determines.


                                       10
<PAGE>


                                    ARTICLE 2

                                    THE NOTES

         Section 2.01 Form, Dating and Denominations; 144A, Reg S. (a). The Note
and the Trustee's certificate of authentication will be substantially in the
form attached as Exhibit A. The terms and provisions contained in the form of
the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part
of this Indenture. The Notes may have notations, legends or endorsements
required by law, rules of or agreements with national securities exchanges to
which the Company is subject, or usage. Each Note will be dated the date of its
authentication. The Notes will be issuable in denominations of $1,000 in
principal amount and any multiple of $1,000 in excess thereof.

                  (b)(i) Except as otherwise provided in Section 2.01(c),
         Section 2.09(b)(iv), Section 2.10(b)(iii), Section 2.10(b)(v), or
         Section 2.10(c), each Initial Note or Initial Additional Note (other
         than a Permanent Offshore Note) will bear the Restricted Legend.

                           (ii) Each Global Note, whether or not an Initial Note
                  or Initial Additional Note, will bear the DTC Legend.

                           (iii) Each Temporary Offshore Global Note will bear
                  the Temporary Offshore Global Note Legend.

                           (iv) Initial Notes and Initial Additional Notes
                  offered and sold in reliance on Regulation S will be issued as
                  provided in Section 2.11(a).

                           (v) Initial Notes and Initial Additional Notes
                  offered and sold in reliance on any exception under the
                  Securities Act other than Regulation S and Rule 144A will be
                  issued, and upon the request of the Company to the Trustee,
                  Initial Notes offered and sold in reliance on Rule 144A may be
                  issued, in the form of Certificated Notes.

                           (vi) Exchange Notes will be issued, subject to
                  Section 2.09(b), in the form of one or more Global Notes.

                  (c) (i) If the Company determines (upon the advice of counsel
         and such other certifications and evidence as the Company may
         reasonably require) that a Note is eligible for resale pursuant to Rule
         144(k) under the Securities Act (or a successor provision) and that the
         Restricted Legend is no longer necessary or appropriate in order to
         ensure that subsequent transfers of the Note (or a beneficial interest
         therein) are effected in compliance with the Securities Act, or

                           (ii) after an Initial Note or any Initial Additional
                  Note is (x) sold pursuant to an effective registration
                  statement under the Securities Act, pursuant to the
                  Registration Rights Agreement or otherwise, or (y) is validly
                  tendered for exchange into an Exchange Note pursuant to an


                                       11
<PAGE>

                  Exchange Offer,the Company may instruct the Trustee to cancel
                  the Note and issue to the Holder thereof (or to its
                  transferee) a new Note of like tenor and amount, registered in
                  the name of the Holder thereof (or its transferee), that does
                  not bear the Restricted Legend, and the Trustee will comply
                  with such instruction.

                  (d) By its acceptance of any Note bearing the Restricted
         Legend (or any beneficial interest in such a Note), each Holder thereof
         and each owner of a beneficial interest therein acknowledges the
         restrictions on transfer of such Note (and any such beneficial
         interest) set forth in this Indenture and in the Restricted Legend and
         agrees that it will transfer such Note (and any such beneficial
         interest) only in accordance with this Indenture and such legend.

         Section 2.02. Execution and Authentication; Exchange Notes; Additional
Notes. (a). An Officer shall execute the Notes for the Company by facsimile or
manual signature in the name and on behalf of the Company. If an Officer whose
signature is on a Note no longer holds that office at the time the Note is
authenticated, the Note will still be valid.

         (b) Article 2 A Note will not be valid until the Trustee manually signs
the certificate of authentication on the Note, with the signature conclusive
evidence that the Note has been authenticated under this Indenture.

         (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication. The Trustee will authenticate and deliver

                  (i) Initial Notes for original issue in the aggregate
         principal amount not to exceed (A) $250,000,000 in the case of the 2006
         Notes and (B) $500,000,000 in the case of the 2011 Notes,

                  (ii) Initial Additional Notes from time to time for original
         issue in aggregate principal amounts specified by the Company, and

                  (iii) Exchange Notes from time to time for issue in exchange
         for a like principal amount of Initial Notes or Initial Additional
         Notes after the following conditions have been met:

                  (A) Receipt by the Trustee of an Officers' Certificate

                  (B) specifying the amount of Notes to be authenticated and the
         date on which the Notes are to be authenticated,

                           (1) whether the Notes are to be Initial Notes,
                  Additional Notes or Exchange Notes,



                                       12
<PAGE>

                           (2) in the case of Initial Additional Notes, that the
                  issuance of such Notes does not contravene any provision of
                  Article 4,

                           (3) whether the Notes are to be issued as one or more
                  Global Notes or Certificated Notes, and

                           (4) other information the Company may determine to
                  include or the Trustee may reasonably request.

                           (5) In the case of Initial Additional Notes, receipt
                  by the Trustee of an Opinion of Counsel confirming that the
                  Holders of the outstanding Notes will be subject to federal
                  income tax in the same amounts, in the same manner and at the
                  same times as would have been the case if such Additional
                  Notes were not issued.

                  (C) In the case of Exchange Notes, effectiveness of an
         Exchange Offer Registration Statement and consummation of the exchange
         offer thereunder (and receipt by the Trustee of an Officers'
         Certificate to that effect). Initial Notes or Initial Additional Notes
         exchanged for Exchange Notes will be cancelled by the Trustee.

                  (D) In any case contemplated by this Section 2.02, receipt by
         the Trustee of an Opinion of Counsel and Trustee's Certificate pursuant
         to Section 10.04 hereof.

         Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
Agent to Hold Money in Trust. (a). The Company may appoint one or more
Registrars and one or more Paying Agents, and the Trustee may appoint an
Authenticating Agent, in which case each reference in this Indenture to the
Trustee in respect of the obligations of the Trustee to be performed by that
Agent will be deemed to be references to the Agent. The Company may act as
Registrar or (except for purposes of Article 8) Paying Agent. In each case the
Company and the Trustee will enter into an appropriate agreement with the Agent
implementing the provisions of this Indenture relating to the obligations of the
Trustee to be performed by the Agent and the related rights. The Company
initially appoints the Trustee as Registrar and Paying Agent.

         (b) The Company will require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of and interest on the Notes and will promptly notify the Trustee of
any default by the Company in making any such payment. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require the Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.

         Section 2.04. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if a Holder claims that its Note has been lost, destroyed or
wrongfully taken, the Company will issue and the Trustee will authenticate a
replacement Note of like tenor and principal amount and bearing a number not


                                       13
<PAGE>

contemporaneously outstanding. Every replacement Note is an additional
obligation of the Company and entitled to the benefits of this Indenture. An
indemnity must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company and the Trustee from any loss
they may suffer if a Note is replaced. The Company may charge the Holder for the
expenses of the Company and the Trustee in replacing a Note. In case the
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay the Note instead
of issuing a replacement Note.

         Section 2.05. (a) Outstanding Notes. Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for

                  (i) Notes cancelled by the Trustee or delivered to it for
         cancellation;

                  (ii) any Note which has been replaced pursuant to Section 2.04
         unless and until the Trustee and the Company receive proof satisfactory
         to them that the replaced Note is held by a bona fide purchaser; and

                  (iii) on or after the maturity date or any redemption date,
         those Notes payable or to be redeemed on that date for which the
         Trustee (or Paying Agent, other than the Company or an Affiliate of the
         Company) holds money sufficient to pay all amounts then due.

         (b) A Note does not cease to be outstanding because the Company or one
of its Affiliates holds the Note, provided that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, Notes owned by the Company or any Affiliate of the
Company will be disregarded and deemed not to be outstanding, (it being
understood that in determining whether the Trustee is protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Notes which a Responsible Officer actually knows to be so
owned will be so disregarded). Notes 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
Notes and that the pledgee is not the Company or any Affiliate of the Company.

         Section 2.06. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee will authenticate temporary
Notes. Temporary Notes will be substantially in the form of definitive Notes but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the Officer executing the temporary Notes, as evidenced by the
execution of the temporary Notes. If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for the purpose pursuant to Section 4.02, without
charge to the Holder. Upon surrender for cancellation of any temporary Notes the
Company will execute and the Trustee will authenticate and deliver in exchange


                                       14
<PAGE>

therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes will be entitled to the
same benefits under this Indenture as definitive Notes.

         Section 2.07. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying
Agent will forward to the Trustee any Notes surrendered to it for transfer,
exchange or payment. The Trustee will cancel all Notes surrendered for transfer,
exchange, payment or cancellation and dispose of them in accordance with its
normal procedures or the written instructions of the Company. The Company may
not issue new Notes to replace Notes it has paid in full or delivered to the
Trustee for cancellation.

         Section 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes
may use "CUSIP" and "CINS" numbers, and the Trustee will use CUSIP numbers or
CINS numbers in notices of redemption or exchange as a convenience to Holders,
the notice to state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption or exchange. The Company will promptly notify the Trustee of any
change in the CUSIP or CINS numbers.

         Section 2.09. (a) Registration, Transfer and Exchange. The Notes will
be issued in registered form only, without coupons, and the Company shall cause
the Trustee to maintain a register (the "Register") of the Notes, for
registering the record ownership of the Notes by the Holders and transfers and
exchanges of the Notes.

         (b) (i) Each Global Note will be registered in the name of the
Depositary or its nominee and, so long as DTC is serving as the Depositary
thereof, will bear the DTC Legend.

                  (ii) Each Global Note will be delivered to the Trustee as
         custodian for the Depositary. Transfers of a Global Note (but not a
         beneficial interest therein) will be limited to transfers thereof in
         whole, but not in part, to the Depositary, its successors or their
         respective nominees, except (A) as set forth in Section 2.09(b)(iv) and
         (B) transfers of portions thereof in the form of Certificated Notes may
         be made upon request of an Agent Member (for itself or on behalf of a
         beneficial owner) by written notice given to the Trustee by or on
         behalf of the Depositary in accordance with customary procedures of the
         Depositary and in compliance with this Section and Section 2.10.

                  (iii) Agent Members will have no rights under this Indenture
         with respect to any Global Note held on their behalf by the Depositary,
         and the Depositary may be treated by the Company, the Trustee and any
         agent of the Company or the Trustee as the absolute owner and Holder of
         such Global Note for all purposes whatsoever. Notwithstanding the
         foregoing, the Depositary or its nominee may grant proxies and
         otherwise authorize any Person (including any Agent Member and any
         Person that holds a beneficial interest in a Global Note through an
         Agent Member) to take any action which a Holder is entitled to take


                                       15
<PAGE>

         under this Indenture or the Notes, and nothing herein will impair, as
         between the Depositary and its Agent Members, the operation of
         customary practices governing the exercise of the rights of a Holder of
         any security.

                  (iv) If (A) the Depositary notifies the Company that it is
         unwilling or unable to continue as Depositary for a Global Note and a
         successor depositary is not appointed by the Company within 90 days of
         the notice or (B) an Event of Default has occurred and is continuing
         and the Trustee has received a request from the Depositary, the Trustee
         will promptly exchange each beneficial interest in the Global Note for
         one or more Certificated Notes in authorized denominations having an
         equal aggregate principal amount registered in the name of the owner of
         such beneficial interest, as identified to the Trustee by the
         Depositary, and thereupon the Global Note will be deemed canceled. If
         such Note does not bear the Restricted Legend, then the Certificated
         Notes issued in exchange therefor will not bear the Restricted Legend.
         If such Note bears the Restricted Legend, then the Certificated Notes
         issued in exchange therefor will bear the Restricted Legend, provided
         that any Holder of any such Certificated Note issued in exchange for a
         beneficial interest in a Temporary Offshore Global Note will have the
         right upon presentation to the Trustee of a duly completed Certificate
         of Beneficial Ownership after the Restricted Period to exchange such
         Certificated Note for a Certificated Note of like tenor and amount that
         does not bear the Restricted Legend, registered in the name of such
         Holder.

         (c) Each Certificated Note will be registered in the name of the Holder
thereof or its nominee.

         (d) A Holder may transfer a Note (or a beneficial interest therein) to
another Person or exchange a Note (or a beneficial interest therein) for another
Note or Notes of any authorized denomination by presenting to the Trustee a
written request therefor stating the name of the proposed transferee or
requesting such an exchange, accompanied by any certification, opinion or other
document required by Section 2.10. The Trustee will promptly register any
transfer or exchange that meets the requirements of this Section by noting the
same in the register maintained by the Trustee for the purpose; provided that

                  (i) no transfer or exchange will be effective until it is
         registered in such register and

                  (ii) the Trustee will not be required (A) to issue, register
         the transfer of or exchange any Note for a period of 15 days before a
         selection of Notes to be redeemed, (B) to register the transfer of or
         exchange any Note so selected for redemption, except, in the case of a
         partial redemption, that portion of any Note not being redeemed, or (C)
         if a redemption is to occur after a Regular Record Date but on or
         before the corresponding Interest Payment Date, to register the
         transfer of or exchange any Note on or after the Regular Record Date
         and before the date of redemption. Prior to the registration of any
         transfer, the Company, the Trustee and their agents will treat the
         Person in whose name the Note is registered as the owner and Holder


                                       16
<PAGE>

         thereof for all purposes (whether or not the Note is overdue), and will
         not be affected by notice to the contrary.

         From time to time the Company will execute and the Trustee will
authenticate additional Notes as necessary in order to permit the registration
of a transfer or exchange in accordance with this Section.

         No service charge will be imposed in connection with any transfer or
exchange of any Note, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than a transfer tax or other similar governmental charge
payable upon exchange pursuant to subsection (b)(iv)).

         (e) (i) Global Note to Global Note. If a beneficial interest in a
Global Note is transferred or exchanged for a beneficial interest in another
Global Note, the Trustee will (A) record a decrease in the principal amount of
the Global Note being transferred or exchanged equal to the principal amount of
such transfer or exchange and (B) record a like increase in the principal amount
of the other Global Note. Any beneficial interest in one Global Note that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note, or exchanged for an interest in another Global Note, will, upon
transfer or exchange, cease to be an interest in such Global Note and become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer and exchange restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (ii) Global Note to Certificated Note. If a beneficial
         interest in a Global Note is transferred or exchanged for a
         Certificated Note, the Trustee will (A) record a decrease in the
         principal amount of such Global Note equal to the principal amount of
         such transfer or exchange and (B) deliver one or more new Certificated
         Notes in authorized denominations having an equal aggregate principal
         amount to the transferee (in the case of a transfer) or the owner of
         such beneficial interest (in the case of an exchange), registered in
         the name of such transferee or owner, as applicable.

                  (iii) Certificated Note to Global Note. If a Certificated Note
         is transferred or exchanged for a beneficial interest in a Global Note,
         the Trustee will (A) cancel such Certificated Note, (B) record an
         increase in the principal amount of such Global Note equal to the
         principal amount of such transfer or exchange and (C) in the event that
         such transfer or exchange involves less than the entire principal
         amount of the canceled Certificated Note, deliver to the Holder thereof
         one or more new Certificated Notes in authorized denominations having
         an aggregate principal amount equal to the untransferred or unexchanged
         portion of the canceled Certificated Note, registered in the name of
         the Holder thereof.

                  (iv) Certificated Note to Certificated Note. If a Certificated
         Note is transferred or exchanged for another Certificated Note, the
         Trustee will (A) cancel the Certificated Note being transferred or
         exchanged, (B) deliver one or more new Certificated Notes in authorized


                                       17
<PAGE>

         denominations having an aggregate principal amount equal to the
         principal amount of such transfer or exchange to the transferee (in the
         case of a transfer) or the Holder of the canceled Certificated Note (in
         the case of an exchange), registered in the name of such transferee or
         Holder, as applicable, and (z) if such transfer or exchange involves
         less than the entire principal amount of the canceled Certificated
         Note, deliver to the Holder thereof one or more Certificated Notes in
         authorized denominations having an aggregate principal amount equal to
         the untransferred or unexchanged portion of the canceled Certificated
         Note, registered in the name of the Holder thereof.

         Section 2.10. Restrictions on Transfer and Exchange. (a). The transfer
or exchange of any Note (or a beneficial interest therein) may only be made in
accordance with this Section and Section 2.09 and, in the case of a Global Note
(or a beneficial interest therein), the applicable rules and procedures of the
Depositary. The Trustee shall refuse to register any requested transfer or
exchange that the Trustee actually knows does not comply with the preceding
sentence.

         (b) Subject to paragraph (c), the transfer or exchange of any Note (or
a beneficial interest therein) of the type set forth in column A below for a
Note (or a beneficial interest therein) of the type set forth opposite in column
B below may only be made in compliance with the certification requirements (if
any) described in the clause of this paragraph set forth opposite in column C
below.

        A                                    B                            C
U.S. Global Note                    U.S. Global Note                     (i)
U.S. Global Note                    Offshore Global Note                 (ii)
U.S. Global Note                    Certificated Note                   (iii)
Offshore Global Note                U.S. Global Note                     (iv)
Offshore Global Note                Offshore Global Note                 (i)
Offshore Global Note                Certificated Note                    (v)
Certificated Note                   U.S. Global Note                     (iv)
Certificated Note                   Offshore Global Note                 (ii)
Certificated Note                   Certificated Note                   (iii)

                  (i) No certification is required.

                  (ii) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee a duly completed
         Regulation S Certificate; provided that if the requested transfer or
         exchange is made by the Holder of a Certificated Note that does not
         bear the Restricted Legend, then no certification is required.

                  (iii) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee (A) a duly completed
         Rule 144A Certificate, (B) a duly completed Regulation S Certificate or
         (C) a duly completed Institutional Accredited Investor Certificate,
         and/or an Opinion of Counsel and such other certifications and evidence
         as the Company or the Trustee may reasonably require in order to
         determine that the proposed transfer or exchange is being made in


                                       18
<PAGE>

         compliance with the Securities Act and any applicable securities laws
         of any state of the United States; provided that if the requested
         transfer or exchange is made by the Holder of a Certificated Note that
         does not bear the Restricted Legend, then no certification is required.
         In the event that (x) the requested transfer or exchange takes place
         after the Restricted Period and a duly completed Regulation S
         Certificate is delivered to the Trustee or (y) a Certificated Note that
         does not bear the Restricted Legend is surrendered for transfer or
         exchange, upon transfer or exchange the Trustee will deliver a
         Certificated Note that does not bear the Restricted Legend.

                  (iv) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee a duly completed Rule
         144A Certificate.

                  (v) Notwithstanding anything to the contrary contained herein,
         no such exchange is permitted if the requested exchange involves a
         beneficial interest in a Temporary Offshore Global Note. If the
         requested transfer involves a beneficial interest in a Temporary
         Offshore Global Note, the Person requesting the transfer must deliver
         or cause to be delivered to the Trustee (A) a duly completed Rule 144A
         Certificate or (B) a duly completed Institutional Accredited Investor
         Certificate and/or an Opinion of Counsel and such other certifications
         and evidence as the Company may reasonably require in order to
         determine that the proposed transfer is being made in compliance with
         the Securities Act and any applicable securities laws of any state of
         the United States. If the requested transfer or exchange involves a
         beneficial interest in a Permanent Offshore Global Note, no
         certification is required and the Trustee will deliver a Certificated
         Note that does not bear the Restricted Legend.

         (c) No certification is required in connection with any transfer or
exchange of any Note (or a beneficial interest therein)

                  (i) after such Note is eligible for resale pursuant to Rule
         144(k) under the Securities Act (or a successor provision); provided
         that the Company has provided the Trustee with an Officer's Certificate
         to that effect, and the Company may require from any Person requesting
         a transfer or exchange in reliance upon this clause (i) an opinion of
         counsel and any other reasonable certifications and evidence in order
         to support such certificate; or

                  (ii) (A) sold pursuant to an effective registration statement,
         pursuant to the Registration Rights Agreement or otherwise or (B) which
         is validly tendered for exchange into an Exchange Note pursuant to an
         Exchange Offer.

Any Certificated Note delivered in reliance upon this paragraph will not bear
the Restricted Legend.

         (d) The Trustee will retain copies of all certificates, opinions and
other documents received in connection with the transfer or exchange of a Note
(or a beneficial interest therein), and the Company will have the right, at its


                                       19
<PAGE>

own expense, to inspect and make copies thereof at any reasonable time upon
written notice to the Trustee.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depositary participants or
beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

         Section 2.11. Temporary Offshore Global Notes. (a). Each Note
originally sold by the Initial Purchasers in reliance upon Regulation S will be
evidenced by one or more Offshore Global Notes that bear the Temporary Offshore
Global Note Legend.

         (b) An owner of a beneficial interest in a Temporary Offshore Global
Note (or a Person acting on behalf of such an owner) may provide to the Trustee
(and the Trustee will accept) a duly completed Certificate of Beneficial
Ownership at any time after the Restricted Period (it being understood that the
Trustee will not accept any such certificate during the Restricted Period).
Promptly after acceptance of a Certificate of Beneficial Ownership with respect
to such a beneficial interest, the Trustee will cause such beneficial interest
to be exchanged for an equivalent beneficial interest in a Permanent Offshore
Global Note, and will (i) permanently reduce the principal amount of such
Temporary Offshore Global Note by the amount of such beneficial interest and
(ii) increase the principal amount of such Permanent Offshore Global Note by the
amount of such beneficial interest.

         (c) Notwithstanding anything to the contrary contained herein,
beneficial interests in a Temporary Offshore Global Note may be held through the
Depositary only through Euroclear and Clearstream and their respective direct
and indirect participants.

         (d) Notwithstanding paragraph (b), if after the Restricted Period any
Initial Purchaser owns a beneficial interest in a Temporary Offshore Global
Note, such Initial Purchaser may, upon written request to the Trustee
accompanied by a certification as to its status as an Initial Purchaser,
exchange such beneficial interest for an equivalent beneficial interest in a
Permanent Offshore Global Note, and the Trustee will comply with such request
and will (i) permanently reduce the principal amount of such Temporary Offshore
Global Note by the amount of such beneficial interest and (ii) increase the
principal amount of such Permanent Offshore Global Note by the amount of such
beneficial interest.


                                       20
<PAGE>

                                    ARTICLE 3

                                   REDEMPTION

     Optional Redemption. At any time and from time to time, the Company may
redeem the Notes, in whole or in part, at a redemption price equal to the
greater of (a) 100% of the principal amount of the Notes plus accrued and unpaid
interest thereon to the date of redemption or (b) the sum of the remaining
scheduled payments of principal of and interest on the Notes being redeemed (not
including any portion of the payments of interest accrued as of the date of
redemption), discounted to its present value as of the date of redemption, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),
at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus (i) 25
basis points with respect to the 2006 Notes or (ii) 30 basis points with respect
to the 2011 Notes, as the case may be, plus accrued and unpaid interest on the
principal amount being redeemed to the date of redemption.

         Section 3.02. Method and Effect of Redemption. (a). If the Company
elects to redeem Notes, it must notify the Trustee of the redemption date and
the principal amount of Notes to be redeemed by delivering an Officers'
Certificate at least 60 days before the redemption date (unless a shorter period
is satisfactory to the Trustee). If fewer than all of the 2006 Notes or 2011
Notes, as the case may be, are being redeemed, the Officers' Certificate must
also specify a record date not less than 15 days after the date the notice of
redemption is given to the Trustee, and the Trustee will select the Notes to be
redeemed pro rata, by lot or by any other method the Trustee in its sole
discretion deems fair and appropriate, in denominations of $1,000 principal
amount and multiples thereof. The Trustee will notify the Company promptly of
the Notes or portions of Notes to be called for redemption. Notice of redemption
must be sent by the Company or, at the Company's request, by the Trustee in the
name and at the expense of the Company, to Holders whose Notes are to be
redeemed at least 30 days but not more than 60 days before the redemption date.

         (b) The notice of redemption will identify the Notes to be redeemed and
will include or state the following:

                  (i) the redemption date;

                  (ii) the redemption price, including the portion thereof
         representing any accrued interest;

                  (iii) the place or places where Notes are to be surrendered
         for redemption;

                  (iv) Notes called for redemption must be so surrendered in
         order to collect the redemption price;

                  (v) on the redemption date the redemption price will become
         due and payable on Notes called for redemption, and interest on Notes
         called for redemption will cease to accrue on and after the redemption
         date;



                                       21
<PAGE>

                  (vi) if any Note is redeemed in part, on and after the
         redemption date, upon surrender of such Note, new Notes equal in
         principal amount to the unredeemed portion will be issued; and

                  (vii) if any Note contains a CUSIP or CINS number, no
         representation is being made as to the correctness of the CUSIP or CINS
         number either as printed on the Notes or as contained in the notice of
         redemption and that the Holder should rely only on the other
         identification numbers printed on the Notes.

         (c) Once notice of redemption is sent to the Holders, Notes called for
redemption become due and payable at the redemption price on the redemption
date, and upon surrender of the Notes called for redemption, the Company shall
redeem such Notes at the redemption price. Commencing on the redemption date,
Notes redeemed will cease to accrue interest. Upon surrender of any Note
redeemed in part, the Holder will receive a new Note equal in principal amount
to the unredeemed portion of the surrendered Note.

                                    ARTICLE 4

                                    COVENANTS

         Section 4.01. Payment of Notes. (a). The Company agrees to pay the
principal of and interest on the Notes on the dates and in the manner provided
in the Notes and this Indenture. Not later than 9:00 A.M. (New York City time)
on the due date of any principal of or interest on any Notes, or any redemption
price of the Notes, the Company will deposit with the Trustee (or Paying Agent)
money in immediately available funds sufficient to pay such amounts, provided
that if the Company or any Affiliate of the Company is acting as Paying Agent,
it will, on or before each due date, segregate and hold in a separate trust fund
for the benefit of the Holders a sum of money sufficient to pay such amounts
until paid to such Holders or otherwise disposed of as provided in this
Indenture. In each case, the Company will promptly notify the Trustee of its
compliance with this paragraph.

         (b) An installment of principal or interest will be considered paid on
the date due if the Trustee (or Paying Agent, other than the Company or any
Affiliate of the Company) holds on that date money designated for and sufficient
to pay the installment. If the Company or any Affiliate of the Company acts as
Paying Agent, an installment of principal or interest will be considered paid on
the due date only if paid to the Holders.

         (c) The Company agrees to pay interest on overdue principal, and, to
the extent lawful, overdue installments of interest at the rate per annum
specified in the Notes.

         (d) Payments in respect of the Notes represented by the Global Notes
are to be made by wire transfer of immediately available funds to the accounts
specified by the Holders of the Global Notes. With respect to Certificated
Notes, the Company will make all payments by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each Holder's registered address.



                                       22
<PAGE>

         Section 4.02. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company hereby
initially designates the Corporate Trust Office of the Trustee as such office of
the Company. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served to the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be surrendered or presented for any of
such purposes and may from time to time rescind such designations. 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.

         Section 4.03. Paying Agent. Whenever the Company shall appoint a paying
agent other than the Trustee, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section,

         (a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Notes (whether such sums have
been paid to it by the Company or by any other obligor on the Notes) in trust
for the benefit of the holders of the Notes or of the Trustee,

         (b) that it will give the Trustee notice of any failure by the Company
(or by any other obligor on the Notes) to make any payment of the principal of
or interest on the Notes when the same shall be due and payable, and

         (c) pay any such sums so held in trust by it to the Trustee upon the
Trustee's written request at any time during the continuance of the failure
referred to in clause 4.03(b) above.

         Anything in this section to the contrary notwithstanding, the Company
may at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Company or any paying agent hereunder, as required
by this Section, such sums to be held by the Trustee upon the trusts herein
contained.

         Anything in this section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this section are subject to the provision
of Section 8.05.

         Section 4.04. Certificate to Trustee. The Company will furnish to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
(which need not comply with Section 10.04) from the principal executive,
financial or accounting officer of the Company as to his or her knowledge of the


                                       23
<PAGE>

Company's compliance with all conditions and covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture). If the Company shall not
be in such compliance, the certificate shall specify such non-compliance and the
nature and status thereof of which the officer shall have knowledge.

         Section 4.05. Corporate Existence. Subject to Article 5, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

         Section 4.06. Securityholders' Lists. If and so long as the Trustee
shall not be the Registrar of the Notes, the Company will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Notes pursuant to
Section 312 of the Trust Indenture Act (a) semi-annually not more than 15 days
after each record date for the payment of semi-annual interest on the Notes, as
herein above specified, as of such record date, and (b) at such other times as
the Trustee may request in writing, within thirty days after receipt by the
Company of any such request as of a date not more than 15 days prior to the time
such information is furnished.

         Section 4.07. Reports by the Issuer. The Company covenants to file with
the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

         Section 4.08. Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on
or before the first date for the regular payment of semi-annual interest on the
Notes next succeeding May 15 in each year, and shall be dated as of a date
convenient to the Trustee no more than 60 nor less than 45 days prior thereto
(unless such May 15 is less than 45 days prior to such interest payment date, in
which case such report shall be (a) so transmitted on or before the second such
interest payment date next succeeding such May 15 and (b) as of a date
determined as provided above). A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange,
if any, upon which the Notes are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee when the Notes are listed
on any stock exchange and of any delisting thereof.

         Section 4.09. Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08(b), a Trustee, so that
there shall at all times be a Trustee hereunder.



                                       24
<PAGE>

         Section 4.10. Limitation on Liens. (a). The Company will not, nor will
it permit any Domestic Subsidiary to, directly or indirectly, issue, assume or
guarantee any Debt secured by any Lien upon any Principal Property of the
Company or of a Domestic Subsidiary or upon any shares of stock or indebtedness
of any Domestic Subsidiary (whether such principal property, shares of stock or
indebtedness is owned at the Issue Date or thereafter acquired) without in any
such case effectively securing, concurrently with the issuance, assumption or
guaranty of any such Debt, any series of Notes (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Domestic Subsidiary ranking equally with such series of Notes and then
existing or thereafter created) equally and ratably with such Debt; provided,
however, that the foregoing restriction shall not apply to Permitted Liens.

         (b) The provisions of subsection (a) of this Section shall not apply to
the issuance, assumption or guarantee by the Company or any Domestic Subsidiary
of Debt secured by a Lien which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with all other Debt of
the Company and its Domestic Subsidiaries secured by Liens (not including
Permitted Liens) that would otherwise be subject to the foregoing restrictions
and (ii) the Value of Sale and Leaseback Transactions in existence at such time
(other than any Sale and Leaseback Transaction that, if such Sale and Leaseback
Transaction had been a Lien, would have been permitted by clause (1) of the
definition of Permitted Lien and other than Sale and Leaseback Transactions as
to which application of amounts have been made in accordance with Section
4.11(b), does not at the time exceed the greater of (x) 10% of Consolidated Net
Tangible Assets or (y) 15% of Consolidated Capitalization.

         (c) If at any time the Company or any Domestic Subsidiary shall issue,
assume or guarantee any Debt secured by any Lien and if subsection (a) of this
Section requires that the Notes be secured equally and ratably with such Debt,
the Company will promptly execute, at its expense, any instruments necessary to
so equally and ratably secure the Notes and deliver the same to the Trustee and
will promptly furnish to the Trustee:

                  (i) an Officers' Certificate stating that the covenant of the
         Company contained in subsection (a) of this Section has been complied
         with; and

                  (ii) an Opinion of Counsel to the effect that such covenant
         has been complied with, and that any instruments executed by the
         Company in the performance of such covenant comply with the
         requirements of such covenant.

         In the event that the Company shall hereafter secure any series of
Notes equally and ratably with any other obligation or indebtedness pursuant to
the provisions of this Section, the Trustee is hereby authorized, but not
required, to enter into an indenture or agreement supplemental hereto and to
take such action, if any, as it may deem advisable to enable it to enforce
effectively the rights of the Holders of the Notes so secured, equally and
ratably with such other obligation or indebtedness.

         Section 4.11. Limitation on Sale and Leaseback Transactions. The
Company will not, nor will it permit any Domestic Subsidiary to, enter into any
Sale and Leaseback Transaction, unless the net proceeds of such Sale and


                                       25
<PAGE>

Leaseback Transaction are at least equal to the sum of all costs incurred by the
Company or any Domestic Subsidiary in connection with the acquisition and the
construction of any improvements on, the Principal Property to be leased and
either:

         (a) the Company or such Domestic Subsidiary would be entitled, either
pursuant to the provisions of (1) clause (i) of the definition of Permitted
Liens, or (2) Section 4.10(b), to incur Debt secured by a Lien on such Principal
Property without equally and ratably securing any of the Notes, or

         (b) the Company or such Domestic Subsidiary shall, within 120 days of
the effective date of any such arrangement (or in the case of (y) below, within
six months thereafter pursuant to a firm purchase commitment entered into within
such 120 day period), apply an amount equal to the proceeds from such Sale and
Leaseback Transaction relating to such Principal Property (x) to the payment or
other retirement of Debt incurred or assumed by the Company that ranks senior to
or pari passu with the Notes (other than Debt owed by the Company or any
Subsidiary) or (y) to the purchase of Principal Property (other than the
Principal Property involved in such sale).

         Section 4.12. Waiver of Certain Covenants. The Company may omit in
respect of the Notes, in any particular instance, to comply with any covenant or
condition set forth in Sections 4.10 or 4.11, if before or after the time for
such compliance the Holders of at least a majority in aggregate principal amount
of the Notes at the time outstanding, by act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                                     ARTICLE

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         Section 5.01. Consolidation, Merger or Sale of Assets by the Company.
The Company shall not consolidate with or merge into any other Person or convey
or transfer its properties and assets substantially as an entirety to any
Person, unless:

                  (a) the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation, partnership or trust organized and
         validly existing under the laws of the United States of America or any
         State thereof or the District of Columbia, and shall expressly assume,
         by an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Notes and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;



                                       26
<PAGE>

                  (b) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (c) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this section and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with.

         Section 5.02. Successor Person Substituted. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 5.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance or transfer 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. In the event of any such conveyance or transfer, the
Company as the predecessor Person may be dissolved, wound up or liquidated at
any time thereafter.

                                    ARTICLE 6

                              DEFAULT AND REMEDIES

         Section 6.01. Events of Default. An "Event of Default" with respect to
the 2006 Notes or the 2011 Notes, as the case may be, occurs if:

                  (a) the Company defaults in the payment of the principal of,
         or premium, if any, on any 2006 Note or any 2011 Note, as the case may
         be, when the same becomes due and payable at maturity, upon
         acceleration or redemption, or otherwise;

                  (b) the Company defaults in the payment of interest (including
         any Additional Interest) on any 2006 Note or any 2011 Note, as the case
         may be, when the same becomes due and payable, and the default
         continues for a period of 30 days;

                  (c) the Company defaults in the performance of or breaches any
         other covenant or agreement of the Company in this Indenture or under
         the Notes and the default or breach continues for a period of 90 days
         after written notice to the Company by the Trustee or to the Company
         and the Trustee by the Holders of 25% or more in aggregate principal
         amount of the Notes;

                  (d) an involuntary case or other proceeding is commenced
         against the Company with respect to it or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         seeking the appointment of a trustee, receiver, liquidator, custodian
         or other similar official of it or any substantial part of its
         property, and such involuntary case or other proceeding remains
         undismissed and unstayed for a period of 60 days; or an order for
         relief is entered against the Company under the federal bankruptcy laws
         as now or hereafter in effect;



                                       27
<PAGE>

                  (e) the Company (i) commences a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consents to the entry of an order for relief in an
         involuntary case under any such law, (ii) consents to the appointment
         of or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestration or similar official of the Company or for all or
         substantially all of the property and assets of the Company or (iii)
         effects any general assignment for the benefit of creditors (an event
         of default specified in clause (d) or (e), a "bankruptcy default").

         Section 6.02. Acceleration. (a). If an Event of Default, other than a
bankruptcy default, occurs and is continuing under this Indenture, the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding (or, in the case of an Event of Default specified in clauses (a) or
(b) above, the Holders of not less than 25% in the aggregate principal amount of
the 2006 Notes or the 2011 Notes, as the case may be), by written notice to the
Company (and to the Trustee if the notice is given by the Holders), may, and the
Trustee at the request of such Holders shall, declare the principal of and
accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal and interest will become immediately
due and payable. If a bankruptcy default occurs, the principal of and accrued
interest on the Notes then outstanding will become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

         (b) The Holders of a majority in principal amount of the outstanding
Notes by written notice to the Company and to the Trustee may waive all past
defaults and rescind and annul a declaration of acceleration and its
consequences if

                  (i) all existing Events of Default, other than the nonpayment
         of the principal of, premium, if any, and interest on the Notes that
         have become due solely by the declaration of acceleration, have been
         cured or waived, and

                  (ii) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction.

         Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an express
trust, any available remedy by a proceeding at law or in equity to collect the
payment of principal of and interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture. The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding.

         Section 6.04. Waiver of Past Defaults. Except as otherwise provided in
Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of
the outstanding Notes may, by notice to the Trustee, waive an existing Default
and its consequences. Upon such waiver, the Default will cease to exist, and any
Event of Default arising therefrom will be deemed to have been cured, but no
such waiver will extend to any subsequent or other Default or impair any right
consequent thereon.



                                       28
<PAGE>

         Section 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. However, the Trustee
may, upon the advice of counsel, refuse to follow any direction that conflicts
with law or this Indenture, that may involve the Trustee in personal liability,
or that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders of Notes not joining in the giving of such direction, and may
take any other action it deems proper that is not inconsistent with any such
direction received from Holders of Notes.

         Section 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy under
this Indenture or the Notes, unless:

                  (a) the Holder has previously given to the Trustee written
         notice of a continuing Event of Default;

                  (b) Holders of at least 25% in aggregate principal amount of
         outstanding Notes have made written request to the Trustee to institute
         proceedings in respect of the Event of Default in its own name as
         Trustee under this Indenture;

                  (c) Holders have offered to the Trustee indemnity reasonably
         satisfactory to the Trustee against any costs, liabilities or expenses
         to be incurred in compliance with such request;

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

                  (e) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the outstanding Notes have not given the
         Trustee a direction that is inconsistent with such written request.

         Section 6.07. Rights of Holders to Receive Payment. Notwithstanding
anything to the contrary, the right of a Holder of a Note to receive payment of
principal of or interest on its Note on or after the Stated Maturity thereof, or
to bring suit for the enforcement of any such payment on or after such
respective dates, may not be impaired or affected without the consent of that
Holder.

         Section 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal or interest specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent lawful, overdue installments of interest, in each case at the rate
specified in the Notes, and such further amount as is sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee hereunder.



                                       29
<PAGE>

         Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee hereunder) and the Holders
allowed in any judicial proceedings relating to the Company or its creditors or
property, and is entitled and empowered to collect, receive and distribute any
money, securities or other property payable or deliverable upon conversion or
exchange of the Notes or upon any such claims. Any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee hereunder.
Nothing in this Indenture will be deemed to empower the Trustee to authorize or
consent to, or accept or adopt on behalf of any Holder, any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

                           First:  to the Trustee for all amounts due hereunder;

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

                           Third: to the Company or as a court of competent
                  jurisdiction may direct.

         The Trustee, upon written notice to the Company, may fix a record date
and payment date for any payment to Holders pursuant to this Section.

         Section 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted a proceeding to enforce any right or remedy under this
Indenture and the proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to the Holder, then, subject
to any determination in the proceeding, the Company, the Trustee and the Holders
will be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Company, the Trustee and the
Holders will continue as though no such proceeding had been instituted.

         Section 6.12. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit (other than the Trustee) to file an undertaking to pay the
costs of the suit, and the court may assess reasonable costs, including


                                       30
<PAGE>

reasonable attorneys fees and expenses, against any party litigant (other than
the Trustee) in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by a Holder to enforce payment of principal of or interest on any Note on
the respective due dates, or a suit by Holders of more than 10% in principal
amount of the outstanding Notes.

         Section 6.13. Rights and Remedies Cumulative. No right or remedy
conferred or reserved to the Trustee or to the Holders under this Indenture is
intended to be exclusive of any other right or remedy, and all such rights and
remedies are, to the extent permitted by law, cumulative and in addition to
every other right and remedy hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or exercise of any right or remedy hereunder,
or otherwise, will not prevent the concurrent assertion or exercise of any other
right or remedy.

         Section 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default will impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article 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, as the case may be.

         Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company
covenants, to the extent that it may lawfully do so, that 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 or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, or interest on the Notes as contemplated herein, wherever enacted,
now or at any time hereafter in force, or that may affect the covenants or the
performance of this Indenture. The Company hereby expressly waives, to the
extent that it may lawfully do so, all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                    ARTICLE 7

                                   THE TRUSTEE

         Section 7.01. General. (a). The duties and responsibilities of the
Trustee are as provided by the Trust Indenture Act and as set forth herein.
Whether or not expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee is subject to this Article.

                  (b) Except during the continuance of an Event of Default, the
         Trustee need perform only those duties that are specifically set forth
         in this Indenture and no others, and no implied covenants or
         obligations will be read into this Indenture against the Trustee. In
         case an Event of Default has occurred and is continuing, the Trustee
         shall exercise those rights and powers vested in it by this Indenture,


                                       31
<PAGE>

         and use the same degree of care and skill in their exercise, as a
         prudent man would exercise or use under the circumstances in the
         conduct of his own affairs.

                  (c) No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act or its own willful misconduct.

         Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act
Sections 315(a) through (d):

                  (a) In the absence of bad faith on its part, the Trustee may
         conclusively rely, and will be protected in acting or refraining from
         acting, upon any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document believed by it to be genuine and to have been signed or
         presented by the proper Person. The Trustee need not investigate any
         fact or matter stated in the document, but, in the case of any document
         which is specifically required to be furnished to the Trustee pursuant
         to any provision hereof, the Trustee shall examine the document to
         determine whether it conforms to the requirements of this Indenture
         (but need not confirm or investigate the accuracy of mathematical
         calculations or other facts stated therein). The Trustee, in its
         discretion, may make further inquiry or investigation into such facts
         or matters as it sees fit.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel conforming to
         Section 10.05 and the Trustee will not be liable for any action it
         takes or omits to take in good faith in reliance on the certificate or
         opinion.

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

                  (d) The Trustee will 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, unless such Holders have offered to
         the Trustee security or indemnity reasonably satisfactory to it against
         the costs, expenses and liabilities that might be incurred by it in
         compliance with such request or direction.

                  (e) The Trustee will not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers or for any action it takes or omits to take in
         accordance with the direction of the Holders in accordance with Section
         6.05 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.



                                       32
<PAGE>

                  (f) The Trustee may consult with counsel, and the advice of
         such counsel or any Opinion of Counsel will be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                  (g) No provision of this Indenture will require the Trustee to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of its duties hereunder, or in the exercise of its
         rights or powers, unless it receives indemnity satisfactory to it
         against any loss, liability or expense.

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

                  (i) The Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         outstanding Notes 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
         with respect to the Notes.

                  (j) The Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Notes and this Indenture.

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

         Section 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)
and 311.

         Section 7.04. Trustee's Disclaimer. The Trustee (a) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(b) is not accountable for the Company's use or application of the proceeds from
the Notes and (c) is not responsible for any statement in the Notes other than
its certificate of authentication.

         Section 7.05. Notice of Default. If any Default occurs and is
continuing and is known to the Trustee, the Trustee will send notice of the
Default to each Holder within 90 days after it occurs, unless the Default has
been cured; provided that, except in the case of a default in the payment of the


                                       33
<PAGE>

principal of or interest on any Note, the Trustee may withhold the notice if and
so long as the board of directors, the executive committee or a trust committee
of directors of the Trustee in good faith determines that withholding the notice
is in the interest of the Holders. Notice to Holders under this Section will be
given in the manner and to the extent provided in Trust Indenture Act Section
313(c).

         Section 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 2002, the Trustee will mail to each Holder, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
May 15, if required by Trust Indenture Act Section 313(a), and file such reports
with each stock exchange upon which its Notes are listed and with the Commission
as required by Trust Indenture Act Section 313(d).

         Section 7.07. Compensation and Indemnity. (a). The Company will pay the
Trustee compensation as agreed upon in writing for its services. The
compensation of the Trustee is not limited by any law on compensation of a
Trustee of an express trust. The Company will reimburse the Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Trustee, including the reasonable compensation and expenses of
the Trustee's agents and counsel.

         (b) The Company will indemnify the Trustee for, and hold it harmless
against, any and all loss, damage, claims or liability or expense incurred
(including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee)) by it without negligence or bad faith on its part
arising out of or in connection with the acceptance or administration of this
Indenture and its duties under this Indenture and the Notes, including the costs
and expenses of defending itself against any claim or liability and of complying
with any process served upon it or any of its officers in connection with the
exercise or performance of any of its powers or duties under this Indenture and
the Notes.

         (c) To secure the Company's payment obligations in this Section, the
Trustee will have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, and interest on particular Notes.

         (d) When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01(d) or Section 6.01(e), 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.

         (e) The provisions of this Section shall survive the termination of
this Indenture.

         Section 7.08. Replacement of Trustee. (a). (i). The Trustee may resign
at any time by written notice to the Company.

                  (ii) The Holders of a majority in principal amount of the
         outstanding Notes may remove the Trustee by written notice to the
         Trustee.



                                       34
<PAGE>

                  (iii) If the Trustee is no longer eligible under Section 7.10
         or in the circumstances described in Trust Indenture Act Section
         310(b), any Holder that satisfies the requirements of Trust Indenture
         Act Section 310(b) may petition any court of competent jurisdiction for
         the removal of the Trustee and the appointment of a successor Trustee.

                  (iv) The Company may remove the Trustee if: (A) the Trustee is
         no longer eligible under Section 7.10; (B) the Trustee is adjudged a
         bankrupt or an insolvent; (C) a receiver or other public officer takes
         charge of the Trustee or its property; or (D) the Trustee becomes
         incapable of acting.

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

         (b) If the Trustee has been removed by the Holders, Holders of a
majority in principal amount of the Notes may appoint a successor Trustee with
the consent of the Company. Otherwise, if the Trustee resigns or is removed, or
if a vacancy exists in the office of Trustee for any reason, the Company will
promptly appoint a successor Trustee. If the successor Trustee does not deliver
its written acceptance within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the outstanding Notes may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         (c) Upon delivery by the successor Trustee of a written acceptance of
its appointment to the retiring Trustee and to the Company, (i) the retiring
Trustee will transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation
or removal of the retiring Trustee will become effective, and (iii) the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. Upon request of any successor Trustee, the Company will
execute any and all instruments for fully vesting in and confirming to the
successor Trustee all such rights, powers and trusts. The Company will give
notice of any resignation and any removal of the Trustee and each appointment of
a successor Trustee to all Holders, and include in the notice the name of the
successor Trustee and the address of its Corporate Trust Office.

         (d) Notwithstanding replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 will continue for the
benefit of the retiring Trustee.

         (e) The Trustee agrees to give the notices provided for in, and
otherwise comply with, Trust Indenture Act Section 310(b).

         Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national


                                       35
<PAGE>

banking association without any further act will be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee in
this Indenture.

         Section 7.10. Eligibility. This Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and has a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.

         Section 7.11. Money Held in Trust. The Trustee will not be liable for
interest on any money received by it except as it may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and except for money held in trust
under Article 8.

                                    ARTICLE 8

                            DEFEASANCE AND DISCHARGE

         Section 8.01. Discharge of Company's Obligations. (a). Subject to
paragraph (b), the Company's obligations under the Notes and this Indenture will
terminate if:

                  (i) all Notes previously authenticated and delivered (other
         than (A) destroyed, lost or stolen Notes that have been replaced or (B)
         Notes that are paid pursuant to Section 4.01 or (C) Notes for whose
         payment money or U.S. Government Obligations have been held in trust
         and then repaid to the Company pursuant to Section 8.05) have been
         delivered to the Trustee for cancellation and the Company has paid all
         sums payable by it hereunder; or

                  (ii) (A)the Notes mature within one year, or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption,

                           (B) the Company irrevocably deposits in trust with
                  the Trustee, as trust funds solely for the benefit of the
                  Holders, money or U.S. Government Obligations or a combination
                  thereof sufficient, in the opinion of a nationally recognized
                  firm of independent public accountants expressed in a written
                  certificate delivered to the Trustee, without consideration of
                  any reinvestment, to pay principal of and interest on the
                  Notes to maturity or redemption, as the case may be, and to
                  pay all other sums payable by it hereunder,

                           (C) no Default has occurred and is continuing on the
                  date of the deposit,

                           (D) the deposit will not result in a breach or
                  violation of, or constitute a default under, this Indenture or
                  any other agreement or instrument to which the Company is a
                  party or by which it is bound, and

                           (E) the Company delivers to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, in each case stating
                  that all conditions precedent provided for herein relating to


                                       36
<PAGE>

                  the satisfaction and discharge of this Indenture have been
                  complied with.

         (b) After satisfying the conditions in clause (a)(i), only the
Company's obligations under Section 7.07 will survive. After satisfying the
conditions in clause (a)(ii), only the Company's obligations in Article 2 and
Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the
Trustee upon request will acknowledge in writing the discharge of the Company's
obligations under the Notes and this Indenture other than the surviving
obligations.

         Section 8.02. Legal Defeasance. After the 91st day following the
deposit referred to in clause (a) below, the Company will be deemed to have paid
and will be discharged from its obligations in respect of the Notes and this
Indenture, other than its obligations in Article 2 and Sections 4.01, 4.02,
7.07, 7.08, 8.05 and 8.06, provided the following conditions have been
satisfied:

                  (a) The Company has irrevocably deposited in trust with the
         Trustee, as trust funds solely for the benefit of the Holders, money or
         U.S. Government Obligations or a combination thereof sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certificate thereof delivered to the
         Trustee, without consideration of any reinvestment, to pay principal of
         and interest on the Notes to maturity or redemption, as the case may
         be, provided that any redemption before maturity has been irrevocably
         provided for under arrangements satisfactory to the Trustee.

                  (b) No Default has occurred and is continuing on the date of
         the deposit.

                  (c) The deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound.

                  (d) The Company has delivered to the Trustee either (A) a
         ruling received from the Internal Revenue Service to the effect that
         the Holders will not recognize income, gain or loss for federal income
         tax purposes as a result of the defeasance and will be subject to
         federal income tax on the same amount and in the same manner and at the
         same times as would otherwise have been the case or (B) an Opinion of
         Counsel, based on a change in law after the date of this Indenture, to
         the same effect as the ruling described in clause (A).

                  (e) If the Notes are listed on a national securities exchange,
         the Company has delivered to the Trustee an Opinion of Counsel to the
         effect that the deposit and defeasance will not cause the Notes to be
         delisted.

                  (f) The Company has paid or caused to be paid all other sums
         payable with respect to the Notes at the time outstanding.



                                       37
<PAGE>

                  (g) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         have been complied with.

         Prior to the end of the 91-day period, none of the Company's
obligations under this Indenture will be discharged. Thereafter, the Trustee
upon request will acknowledge in writing the discharge of the Company's
obligations under the Notes and this Indenture except for the surviving
obligations specified above.

         Section 8.03. Covenant Defeasance. The Company's obligations set forth
in Sections 4.10 through 4.12, inclusive, will terminate, and clauses (c), (d)
and (e) of Section 6.01 will no longer constitute Events of Default, provided
the following conditions have been satisfied:

                  (a) The Company has complied with clauses (a), (b), (c),
         (e),(f) and (g) of Section 8.02; and

                  (b) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of the defeasance
         and will be subject to federal income tax on the same amount and in the
         same manner and at the same times as would otherwise have been the
         case.

         Except as specifically stated above, none of the Company's obligations
under this Indenture will be Discharged.

         Section 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee will hold in trust the money or U.S. Government Obligations deposited
with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money
and the proceeds from deposited U.S. Government Obligations to the payment of
principal of and interest on the Notes in accordance with the Notes and this
Indenture. Such money and U.S. Government Obligations need not be segregated
from other funds except to the extent required by law.

         Section 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee will promptly pay to the Company upon request any
excess money held by the Trustee at any time and thereupon be relieved from all
liability with respect to such money. The Trustee will pay to the Company upon
request any money held for payment with respect to the Notes that remains
unclaimed for two years, provided that before making such payment the Trustee
may at the expense of the Company publish once in a newspaper of general
circulation in New York City, or send to each Holder entitled to such money,
notice that the money remains unclaimed and that after a date specified in the
notice (at least 30 days after the date of the publication or notice) any
remaining unclaimed balance of money will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look solely to the
Company for payment, unless applicable law designates another Person, and all
liability of the Trustee with respect to such money will cease.


                                       38
<PAGE>


         Section 8.06 Reinstatement. If and for so long as the Trustee is unable
to apply any money or U.S. Government Obligations held in trust pursuant to
Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes will be reinstated as though no such deposit in trust
had been made. If the Company makes any payment of principal of or interest on
any Notes because of the reinstatement of its obligations, it will be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held in trust.

                                    ARTICLE 9

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 9.01. Amendments Without Consent of Holders. The Company and
the Trustee may amend or supplement this Indenture or the Notes without notice
to or the consent of any Noteholder

                  (a) to cure any ambiguity, defect or inconsistency in this
         Indenture or the Notes;

                  (b) to comply with Article 5;

                  (c) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act;

                  (d) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee;

                  (e) to provide for uncertificated Notes in addition to or in
         place of certificated Notes, provided that the uncertificated Notes are
         issued in registered form for purposes of Section 163(f) of the Code,
         or in a manner such that the uncertificated Notes are described in
         Section 163(f)(2)(B) of the Code;

                  (f) to provide for any Guarantee of the Notes, to secure the
         Notes or to confirm and evidence the release, termination or discharge
         of any Guarantee of or Lien securing the Notes when such release,
         termination or discharge is permitted by this Indenture;

                  (g) to provide for or confirm the issuance of Additional
         Notes; or

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

         Section 9.02. Amendments With Consent of Holders. (a). Except as
otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company
and the Trustee may amend this Indenture and the Notes with the written consent


                                       39
<PAGE>

of at least the Holders of a majority in principal amount of the outstanding
Notes (it being understood that the Holders of the 2006 Notes and the Holders of
the 2011 Notes will vote together as one class), and the Holders of at least a
majority in principal amount of the outstanding Notes by written notice to the
Trustee may waive future compliance by the Company with any provision of this
Indenture or the Notes.

         (b) Notwithstanding the provisions of paragraph (a), without the
consent of each Holder affected, an amendment or waiver may not

                  (i) change the Stated Maturity of the principal of, or the
         Stated Maturity of any premium on, or any installment of principal or
         interest on, any Note;

                  (ii) reduce the principal amount of, or the interest or any
         premium on, any Note;

                  (iii) reduce the amount payable upon the redemption of the
         Notes or change the time at which any Note may be redeemed;

                  (iv) change the method or date of computing the amount of
         principal of, or interest on, the Notes;

                  (v) change the place or currency of payment of principal of,
         or interest on, the Notes;

                  (vi) impair the right to institute suit for the enforcement of
         any such payment on or after the Stated Maturity (or, in the case or
         redemption, on or after the date of redemption);

                  (vii) reduce the percentage in principal amount of the
         outstanding Notes of any series, the consent of whose Holders is
         required for any 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; or

                  (viii) modify any of the provisions of this Section 9.02(b),
         Section 6.04 or Section 4.12, except to increase any such percentage or
         to provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         outstanding Note affected thereby.

         (c) It is not necessary for Noteholders to approve the particular form
of any proposed amendment, supplement or waiver, but is sufficient if their
consent approves the substance thereof.

         (d) An amendment, supplement or waiver under this Section will become
effective on receipt by the Trustee of written consents from the Holders of the
requisite percentage in principal amount of the outstanding Notes. After an
amendment, supplement or waiver under this Section becomes effective, the


                                       40
<PAGE>

Company will send to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. The Company will send supplemental
indentures to Holders upon request. Any failure of the Company to send such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.

         Section 9.03. Effect of Consent. (a). After an amendment, supplement or
waiver becomes effective, it will bind every Holder unless it is of the type
requiring the consent of each Holder affected. If the amendment, supplement or
waiver is of the type requiring the consent of each Holder affected, the
amendment, supplement or waiver will bind each Holder that has consented to it
and every subsequent Holder of a Note that evidences the same debt as the Note
of the consenting Holder.

         (b) If an amendment, supplement or waiver changes the terms of a Note,
the Trustee may require the Holder to deliver it to the Trustee so that the
Trustee may place an appropriate notation of the changed terms on the Note and
return it to the Holder, or exchange it for a new Note that reflects the changed
terms. The Trustee may also place an appropriate notation on any Note thereafter
authenticated. However, the effectiveness of the amendment, supplement or waiver
is not affected by any failure to annotate or exchange Notes in this fashion.

         Section 9.04. Trustee's Rights and Obligations. The Trustee is entitled
to receive, and will be fully protected in relying upon, an Opinion of Counsel
stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article 9 is authorized or permitted by this Indenture. If the
Trustee has received such an Opinion of Counsel, it shall sign the amendment,
supplement or waiver so long as the same does not adversely affect the rights of
the Trustee. The Trustee may, but is not obligated to, execute any amendment,
supplement or waiver that affects the Trustee's own rights, duties or immunities
under this Indenture.

         Section 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         Section 9.06. Payments for Consents. Neither the Company nor any of its
Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders of the Notes that
consent, waive or agree to amend such term or provision within the time period
set forth in the solicitation documents relating to the consent, waiver or
amendment.



                                       41
<PAGE>

                                   ARTICLE 10

                                  MISCELLANEOUS

         Section 10.01. Trust Indenture Act of 1939. This Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.

         Section 10.02. Noteholder Communications; Noteholder Actions. (a). The
rights of Holders to communicate with other Holders with respect to this
Indenture or the Notes are as provided by the Trust Indenture Act, and the
Company and the Trustee shall comply with the requirements of Trust Indenture
Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

                  (b) (i). Any request, demand, authorization, direction,
         notice, consent to amendment, supplement or waiver or other action
         provided by this Indenture to be given or taken by a Holder (an "act")
         may be evidenced by an instrument signed by the Holder delivered to the
         Trustee. The fact and date of the execution of the instrument, or the
         authority of the person executing it, may be proved in any manner that
         the Trustee deems sufficient.

                  (ii) The Trustee may make reasonable rules for action by or at
         a meeting of Holders, which will be binding on all the Holders.

                  (c) Any act by the Holder of any Note binds that Holder and
         every subsequent Holder of a Note that evidences the same debt as the
         Note of the acting Holder, even if no notation thereof appears on the
         Note. Subject to paragraph (d), a Holder may revoke an act as to its
         Notes, but only if the Trustee receives the notice of revocation before
         the date the amendment or waiver or other consequence of the act
         becomes effective.

                  (d) The Company may, but is not obligated to, fix a record
         date (which need not be within the time limits otherwise prescribed by
         Trust Indenture Act Section 316(c)) for the purpose of determining the
         Holders entitled to act with respect to any amendment or waiver or in
         any other regard, except that during the continuance of an Event of
         Default, only the Trustee may set a record date as to notices of
         default, any declaration or acceleration or any other remedies or other
         consequences of the Event of Default. If a record date is fixed, those
         Persons that were Holders at such record date and only those Persons
         will be entitled to act, or to revoke any previous act, whether or not
         those Persons continue to be Holders after the record date. No act will
         be valid or effective for more than 90 days after the record date.

         Section 10.03. Notices. (a). Any notice or communication to the Company
will be deemed given if in writing (i) when delivered in person or (ii) five
days after mailing when mailed by first class mail, or (iii) when sent by
facsimile transmission, with transmission confirmed. Any notice to the Trustee


                                       42
<PAGE>

will be effective only upon receipt. In each case the notice or communication
should be addressed as follows:

         if to the Company:

                  Toys "R" Us, Inc.
                  225 Summit Avenue
                  Montvale, New Jersey 07645
                  Attention: Louis Lipschitz,
                             Executive Vice President - Chief Financial Officer
                  Fax: 201-802-5877

         if to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  Floor 21 West
                  New York, New York 10286
                  Attention:  Corporate Trust Trustee Administration
                  Fax: 212-815-3522

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

                  (b) Except as otherwise expressly provided with respect to
         published notices, any notice or communication to a Holder will be
         deemed given when mailed to the Holder at its address as it appears on
         the Register by first class mail or, as to any Global Note registered
         in the name of DTC or its nominee, as agreed by the Company, the
         Trustee and DTC. Copies of any notice or communication to a Holder, if
         given by the Company, will be mailed to the Trustee at the same time.
         Defect in mailing a notice or communication to any particular Holder
         will not affect its sufficiency with respect to other Holders.

                  (c) Where this Indenture provides for notice, the notice may
         be waived in writing by the Person entitled to receive such notice,
         either before or after the event, and the waiver will be the equivalent
         of the notice. Waivers of notice by Holders must be filed with the
         Trustee, but such filing is not a condition precedent to the validity
         of any action taken in reliance upon such waivers.

         Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company will furnish to the Trustee:

                  (a) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and



                                       43
<PAGE>

                  (b) an Opinion of Counsel stating that all such conditions
         precedent have been complied with.

         Section 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture must include:

                  (a) a statement that each person signing the certificate or
         opinion has read the covenant or condition and the related definitions;

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

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

                  (d) a statement as to whether or not, in the opinion of each
         such person, such condition or covenant has been complied with,
         provided that an Opinion of Counsel may rely on an Officers'
         Certificate or certificates of public officials with respect to matters
         of fact.

         Section 10.06. Payment Date Other Than a Business Day. If any payment
with respect to a payment of any principal of, premium, if any, or interest on
any Note (including any payment to be made on any date fixed for redemption or
purchase of any Note) is due on a day which is not a Business Day, then the
payment need not be made on such date, but may be made on the next Business Day
with the same force and effect as if made on such date, and no interest will
accrue for the intervening period.

         Section 10.07. Governing Law; Submission to Jurisdiction; Waiver of
Jury Trial. (a). This Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of law thereunder.

         (b) The Company hereby irrevocably and unconditionally submits to the
jurisdiction of any New York State or United States Federal court sitting in New
York City over any suit, action or proceeding arising out of or relating to this
Indenture or any Note. The Company irrevocably and unconditionally waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in such a court and any claim that any such suit, action or proceeding brought
in such a court has been brought in an inconvenient forum. To the extent that
the Company has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process with respect to itself or its property, the
Company irrevocably waives, to the fullest extent permitted by law, such
immunity in respect of its obligations hereunder or under any Note. The Company
agrees that final judgment in any such suit, action or proceeding brought in
such a court shall be conclusive and binding upon the Company and, to the


                                       44
<PAGE>

fullest extent permitted by law, may be enforced in any court to the
jurisdiction of which the Company is subject by a suit upon such judgment or in
any manner provided by law.

         (c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         Section 10.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company, and no such indenture
or loan or debt agreement may be used to interpret this Indenture.

         Section 10.09. Successors. All agreements of the Company in this
Indenture and the Notes will bind its successors. All agreements of the Trustee
in this Indenture will bind its successor.

         Section 10.10. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         Section 10.11. Separability. In case any provision in this Indenture or
in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.

         Section 10.12. Table of Contents and Headings. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and in no way modify or restrict any of the
terms and provisions of this Indenture.

         Section 10.13. No Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company, as such, will have any liability for any
obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of, or by reason of, such obligations. Each Holder of Notes
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.



                                       45
<PAGE>

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

                          TOYS "R" US, INC.
                          as Issuer



                          By:    /s/  Louis Lipschitz
                              -------------------------------------------------
                                 Name:  Louis Lipschitz
                                 Title: Executive Vice President and Chief
                                        Financial Officer


                          THE BANK OF NEW YORK
                          as Trustee



                          By:      /s/  Michael C. Daly
                              -------------------------------------------------
                                 Name:  Michael C. Daly
                                 Title: Assistant Vice President




<PAGE>

                                                                       EXHIBIT A

                                 [FACE OF NOTE]

                                TOYS "R" US, INC.

[6.875% Note due 2006]
[7.625% Note due 2011]


                                 [CUSIP][CINS]: _______________

No.: ____________                              $_______________

         TOYS "R" US, INC., a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of ____________ DOLLARS ($______) [or such other amount as
indicated on the Schedule of Exchange of Notes attached hereto] on August 1,
[2006] [2011].

             [Initial](1) Interest Rate:   [6.875%] [7.625%]% per annum.

             Interest Payment Dates:       February 1 and August 1, commencing
                                           February 1, 2002.
             Regular Record Dates:         January 15 and July 15.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect as
if set forth at this place.












-------------
(1)For Initial Notes and Initial Additional Notes only.


                                      A-1
<PAGE>

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

Date: July __, 2001           TOYS "R" US, INC.


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


                (Form of Trustee's Certificate of Authentication)

         This is one of the [6.875%][7.625%] Notes due [2006] [2011] described
in the Indenture referred to in this Note.

                              THE BANK OF NEW YORK, as Trustee



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







                                      A-2
<PAGE>

                             [REVERSE SIDE OF NOTE]

                                TOYS "R" US, INC.

                             [6.875% Note due 2006]
                             [7.625% Note due 2011]

1.       Principal and Interest.

         The Company promises to pay the principal of this Note on August 1,
[2006][2011].

         The Company promises to pay interest on the principal amount of this
Note on each interest payment date, as set forth on the face of this Note, at
the rate of [6.875%][7.625%] per annum (subject to adjustment as provided
below).

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the January 15 or August 1 immediately
preceding the interest payment date) on each interest payment date, commencing
February 1, 2002.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated July 24, 2001, between the Company and the Initial
Purchasers named therein (the "Registration Rights Agreement") pursuant to which
(1) if the Company fails to file an Exchange Offer Registration Statement with
the Securities and Exchange Commission (the "Commission") on or prior to the
120th day after the Issue Date, (2) if the Exchange Offer Registration Statement
is not declared effective by the Commission on or prior to the 180th day after
the Issue Date, (3) if the Exchange Offer is not consummated on or before the
210th day after the Issue Date, (4) if obligated to file the Resale Registration
Statement, the Company fails to file the Resale Registration Statement with the
Commission on or prior to the 30th day after the filing obligation arises, (5)
if obligated to file the Resale Registration Statement, the Resale Registration
Statement is not declared effective on or prior to the 90th day after the
obligation to file the Resale Registration Statement arises, or (6) after the
Exchange Offer Registration Statement or the Resale Registration Statement, as
the case may be, is declared effective, that registration statement thereafter
ceases to be effective or usable (each such event referred to in clauses (1)
through (6) above, a "Registration Default"), then the Company will pay
additional interest (in addition to the interest otherwise due hereon)
("Additional Interest") to the Holder during the first 90-day period immediately
following the occurrence of each such Registration Default in an amount equal to
0.25% per annum. The amount of interest will increase by an additional 0.25% per
annum for each subsequent 90-day period until such Registration Default is
cured, up to a maximum amount of additional interest of 1.00% per annum. Such
Additional Interest will cease accruing with respect to any Registration Default
when such Registration Default has been cured. The Company shall pay amounts due
in respect of Additional Interest on each Interest Payment Date (or, if the
Company shall default in the payment of interest on any Interest Payment Date,
on the date such interest is otherwise paid as provided in the Indenture).



                                      A-3
<PAGE>

         Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note [or the Note surrendered in exchange for
this Note](2) (or, if there is no existing default in the payment of interest
and if this Note is authenticated between a regular record date and the next
interest payment date, from such interest payment date) or, if no interest has
been paid, from [the Issue Date](3). Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest at a rate per annum that is 2% in excess of
[6.875%][7.625%]%. Interest not paid when due and any interest on principal,
premium or interest not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date
fixed by the Company for the payment of such interest, whether or not such day
is a Business Day. At least 15 days before a special record date, the Company
will send to each Holder and to the Trustee a notice that sets forth the special
record date, the payment date and the amount of interest to be paid.

2.       Indenture.

         This is one of the Notes issued under an Indenture dated as of July 24,
2001 (as amended from time to time, the "Indenture"), between the Company and
The Bank of New York, as Trustee. Capitalized terms used herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture will control.

         The Notes are general unsecured obligations of the Company. The
Indenture limits the original aggregate principal amount of the Notes to (i)
$250,000,000 aggregate principal amount of the Company's 6.875% Notes due 2006
and (ii) $500,000,000 aggregate principal amount of the Company's 7.625% Notes
due 2011, but Additional Notes may be issued pursuant to the Indenture, and the
originally issued Notes and all such Additional Notes vote together for all
purposes as a single class (except as provided in Section 6.02(a) of the
Indenture).

3.       Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

         This Note is subject to redemption by the Company at any time, as
further described in the Indenture. There is no sinking fund or mandatory
redemption applicable to this Note.

----------------
(2)Include only for Exchange Note.

(3)For Additional Notes, should be the date of their original issue.


                                      A-4
<PAGE>

         If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or maturity, the Company
may in certain circumstances be discharged from the Indenture and the Notes or
may be discharged from certain of its obligations under certain provisions of
the Indenture.

4.       Registered Form; Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Trustee may require a Holder to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which
the Trustee will not be required to issue, register the transfer of or exchange
any Note or certain portions of a Note.

5.       Defaults and Remedies.

         If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes (or in the case of an Event of Default specified in Sections 6.01(a)
or 6.01(b) of the Indenture, the Holders of not less than 25% in the aggregate
principal amount of the [2006][2011] Notes) may declare all the Notes to be due
and payable. If a bankruptcy or insolvency default with respect to the Company
occurs and is continuing, the Notes automatically become due and payable.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of remedies.

6.       Amendment and Waiver.

         Subject to certain exceptions, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority
in principal amount of the outstanding Notes (it being understood that the
Holders of the 2006 Notes and the Holders of the 2011 Notes will vote together
as one class). Without notice to or the consent of any Holder, the Company and
the Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency if such amendment or
supplement does not adversely affect the interests of the Holders in any
material respect.

7.       Authentication.

         This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note.



                                      A-5
<PAGE>

8.       Abbreviations.

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

         The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge.














                                      A-6
<PAGE>

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


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

-------------------------------------------------------------------------------
    Please print or typewrite name and address including zip code of assignee


-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


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


attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.





                                      A-7
<PAGE>

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of an effective Resale Registration
Statement or (ii) two years after the later of the original issuance of this
Note or the last date on which this Note was held by the Company or an Affiliate
of the Company, the undersigned confirms that such transfer is made without
utilizing any general solicitation or general advertising and further as
follows:

                                    Check One

[ ]: (1) This Note is being transferred to a "qualified institutional buyer" in
compliance with Rule 144A under the Securities Act of 1933, as amended and
certification in the form of Exhibit E to the Indenture is being furnished
herewith.

[ ]: (2) This Note is being transferred to a Non-U.S. Person in compliance with
the exemption from registration under the Securities Act of 1933, as amended,
provided by Regulation S thereunder, and certification in the form of Exhibit D
to the Indenture is being furnished herewith.

                                       or

[ ]: (3) This Note is being transferred other than in accordance with (1) or (2)
above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

         If none of the foregoing boxes is checked, the Trustee is not obligated
to register this Note in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture have been satisfied.

Date:____________________
                                     __________________________________________
                                     Seller



                                                     By________________________

                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within-mentioned
                                    instrument in every particular, without
                                    alteration or any change whatsoever.




                                      A-8
<PAGE>

Signature Guarantee:(4) _______________________________



                           By______________________________
                           To be executed by an executive officer
















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


                                      A-9
<PAGE>

                        SCHEDULE OF EXCHANGES OF NOTES (5)

The following exchanges of a part of this Global Note for Physical Notes or a
part of another Global Note have been made:

<TABLE>
<CAPTION>
                         Amount of               Amount of             Principal amount of
                        decrease in             increase in              this Global Note          Signature of
                      principal amount        principal amount            following such            authorized
Date of Exchange    of this Global Note     of this Global Note       decrease (or increase)    officer of Trustee
<S>                 <C>                     <C>                       <C>                       <C>





</TABLE>
















----------
(5) For Global Notes.


                                      A-10
<PAGE>

                                                                       EXHIBIT B


                                RESTRICTED LEGEND

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) INSIDE THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.





                                      B-1
<PAGE>

                                                                       EXHIBIT C

                                   DTC LEGEND

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

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.













                                      C-1
<PAGE>
                                                                       EXHIBIT D


                            Regulation S Certificate

                                                                 ---------, ----


THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention:  Corporate Trust Administration

                  Re:      TOYS "R" US, INC.
                           [6.875% Notes due 2006][7.625% Notes due 2011] (the
                           "Notes") Issued under the Indenture (the "Indenture")
                           dated as of July 24, 2001 relating to the Notes
                           ----------------------------------------------------

Dear Sirs:

         Terms are used in this Certificate as used in Regulation S ("Regulation
S") under the Securities Act of 1933, as amended (the "Securities Act"), except
as otherwise stated herein.

         [CHECK A OR B AS APPLICABLE.]

         [ ] A. This Certificate relates to our proposed transfer of $____
                principal amount of Notes issued under the Indenture. We hereby
                certify as follows:

                           1.       The offer and sale of the Notes was not and
                                    will not be made to a person in the United
                                    States (unless such person is excluded from
                                    the definition of "U.S. person" pursuant to
                                    Rule 902(k)(2)(vi) or the account held by it
                                    for which it is acting is excluded from the
                                    definition of "U.S. person" pursuant to Rule
                                    902(k)(2)(i) under the circumstances
                                    described in Rule 902(g)(3)) and such offer
                                    and sale was not and will not be
                                    specifically targeted at an identifiable
                                    group of U.S. citizens abroad.

                           2.       Unless the circumstances described in the
                                    parenthetical in paragraph 1 above are
                                    applicable, either (a) at the time the buy
                                    order was originated, the buyer was outside
                                    the United States or we and any person
                                    acting on our behalf reasonably believed
                                    that the buyer was outside the United States
                                    or (b) the transaction was executed in, on
                                    or through the facilities of a designated
                                    offshore securities market, and neither we
                                    nor any person acting on our behalf knows
                                    that the transaction was pre-arranged with a
                                    buyer in the United States.


                                       D-1
<PAGE>

                                                                       EXHIBIT D


                           3.       Neither we, any of our affiliates, nor any
                                    person acting on our or their behalf has
                                    made any directed selling efforts in the
                                    United States with respect to the Notes.

                           4.       The proposed transfer of Notes is not part
                                    of a plan or scheme to evade the
                                    registration requirements of the Securities
                                    Act.

                           5.       If we are a dealer or a person receiving a
                                    selling concession, fee or other
                                    remuneration in respect of the Notes, and
                                    the proposed transfer takes place during the
                                    Restricted Period (as defined in the
                                    Indenture), or we are an officer or director
                                    of the Company or an Initial Purchaser (as
                                    defined in the Indenture), we certify that
                                    the proposed transfer is being made in
                                    accordance with the provisions of Rule
                                    904(b) of Regulation S.

         [ ] B. This Certificate relates to our proposed exchange of $____
                principal amount of Notes issued under the Indenture for an
                equal principal amount of Notes to be held by us. We hereby
                certify as follows:

                           1.       At the time the offer and sale of the Notes
                                    was made to us, either (i) we were not in
                                    the United States or (ii) we were excluded
                                    from the definition of "U.S. person"
                                    pursuant to Rule 902(k)(2)(vi) or the
                                    account held by us for which we were acting
                                    was excluded from the definition of "U.S.
                                    person" pursuant to Rule 902(k)(2)(i) under
                                    the circumstances described in Rule
                                    902(g)(3); and we were not a member of an
                                    identifiable group of U.S. citizens abroad.

                           2.       Unless the circumstances described in
                                    paragraph 1(ii) above are applicable, either
                                    (a) at the time our buy order was
                                    originated, we were outside the United
                                    States or (b) the transaction was executed
                                    in, on or through the facilities of a
                                    designated offshore securities market and we
                                    did not pre-arrange the transaction in the
                                    United States.

                           3.       The proposed exchange of Notes is not part
                                    of a plan or scheme to evade the
                                    registration requirements of the Securities
                                    Act.


                                      D-2
<PAGE>

                                                                       EXHIBIT D


         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                 Very truly yours,

                                 [NAME OF SELLER (FOR TRANSFERS) OR
                                 OWNER (FOR EXCHANGES)]



                                 By:
                                     ------------------------------------------
                                     Name:
                                     Title:
                                     Address:

Date:
         -------------------------











                                       D-3
<PAGE>


                                                                       EXHIBIT E


                              Rule 144A Certificate

                                                                 ---------, ----

THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

                  Re:      TOYS "R" US, INC.
                           [6.875% Notes due 2006][7.625% Notes due 2011] (the
                           "Notes") Issued under the Indenture (the "Indenture")
                           dated as of July 24, 2001 relating to the Notes
                           ----------------------------------------------------

Ladies and Gentlemen:

         TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

         This Certificate relates to:

         [CHECK A OR B AS APPLICABLE.]

         [ ] A. Our proposed purchase of $____ principal amount of Notes issued
                under the Indenture.

         [ ] B. Our proposed exchange of $____ principal amount of Notes issued
                under the Indenture for an equal principal amount of Notes to be
                held by us.

         We and, if applicable, each account for which we are acting in the
aggregate owned and invested more than $100,000,000 in securities of issuers
that are not affiliated with us (or such accounts, if applicable), as of
_________, 200_, which is a date on or since close of our most recent fiscal
year. We and, if applicable, each account for which we are acting, are a
qualified institutional buyer within the meaning of Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"). If we are
acting on behalf of an account, we exercise sole investment discretion with
respect to such account. We are aware that the transfer of Notes to us, or such
exchange, as applicable, is being made in reliance upon the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to
the date of this Certificate we have received such information regarding the
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not
to request such information.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.



                                      E-1
<PAGE>

                                                                       EXHIBIT E


                                        Very truly yours,

                                        [NAME OF PURCHASER (FOR TRANSFERS)
                                        OR OWNER (FOR EXCHANGES)]

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                            Address:

Date:
      ---------------------------













                                      E-2
<PAGE>

                                                                       EXHIBIT F


                   [COMPLETE FORM I OR FORM II AS APPLICABLE.]

                                    [FORM I]

                       Certificate of Beneficial Ownership

[To:     THE BANK OF NEW YORK
         101 Barclay Street
         Floor 21 West
         New York, New York  10286
         Attention:  Corporate Trust Administration] OR

         [Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR

         [Clearstream Banking SA]

                  Re:      TOYS "R" US, INC.
                           [6.875% Notes due 2006][7.625% Notes due 2011] (the
                           "Notes") Issued under the Indenture (the "Indenture")
                           dated as of July 24, 2001 relating to the Notes
                           ----------------------------------------------------

Ladies and Gentlemen:

         We are the beneficial owner of $____ principal amount of Notes issued
under the Indenture and represented by a Temporary Offshore Global Note (as
defined in the Indenture).

         We hereby certify as follows:

         [CHECK A OR B AS APPLICABLE.]

         [ ] A. We are a non-U.S. person (within the meaning of Regulation S
                under the Securities Act of 1933, as amended).

         [ ] B. We are a U.S. person (within the meaning of Regulation S under
                the Securities Act of 1933, as amended) that purchased the Notes
                in a transaction that did not require registration under the
                Securities Act of 1933, as amended.



                                      F-1
<PAGE>

                                                                       EXHIBIT F

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            [NAME OF BENEFICIAL OWNER]

                                            By:
                                                -------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
     -------------------------------


                                    [FORM II]

                       Certificate of Beneficial Ownership

To:      THE BANK OF NEW YORK
         101 Barclay Street
         Floor 21 West
         New York, New York  10286
         Attention: Corporate Trust Administration

         Re:      TOYS "R" US, INC.
                  [6.875% Notes due 2006][7.625% Notes due 2011] (the "Notes")
                  Issued under the Indenture (the "Indenture") dated as of July
                  24, 2001 relating to the Notes
                  ------------------------------

Ladies and Gentlemen:

         This is to certify that based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by a
Temporary Offshore Global Note issued under the above-referenced Indenture, that
as of the date hereof, $____ principal amount of Notes represented by the
Temporary Offshore Global Note being submitted herewith for exchange is
beneficially owned by persons that are either (i) non-U.S. persons (within the
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)
U.S. persons that purchased the Notes in a transaction that did not require
registration under the Securities Act of 1933, as amended.

         We further certify that (i) we are not submitting herewith for exchange
any portion of such Temporary Offshore Global Note excepted in such Member
Organization certifications and (ii) as of the date hereof we have not received
any notification from any Member Organization to the effect that the statements


                                      F-2
<PAGE>

                                                                       EXHIBIT F


made by such Member Organization with respect to any portion of such Temporary
Offshore Global Note submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                       Yours faithfully,

                                       EUROCLEAR BANK S.A./N.V., as operator of
                                       the Euroclear System

                                                 OR

                                       CLEARSTREAM BANKING SA


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:
                                          Address:
Date:
     -------------------------------







                                      F-3
<PAGE>

                                                                       EXHIBIT G



                  Institutional Accredited Investor Certificate


THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

                  Re:      Toys "R" Us, Inc.
                           [6.875% Notes due 2006][7.625% Notes due 2011] (the
                           "Notes") Issued under the Indenture (the "Indenture")
                           dated as as of July 24, 2001 relating to the Notes
                           --------------------------------------------------

Ladies and Gentlemen:

         This Certificate relates to:

         [CHECK A OR B AS APPLICABLE.]

         [ ] A. Our proposed purchase of $____ principal amount of Notes issued
                under the Indenture.

         [ ] B. Our proposed exchange of $____ principal amount of Notes issued
                under the Indenture for an equal principal amount of Notes to be
                held by us.

         We hereby confirm that:

                  1.       We are an institutional "accredited investor" within
                           the meaning of Rule 501(a)(1), (2), (3) or (7) under
                           the Securities Act of 1933, as amended (the
                           "Securities Act") (an "Institutional Accredited
                           Investor").

                  2.       Any acquisition of Notes by us will be for our own
                           account or for the account of one or more other
                           Institutional Accredited Investors as to which we
                           exercise sole investment discretion.

                  3.       We have such knowledge and experience in financial
                           and business matters that we are capable of
                           evaluating the merits and risks of an investment in
                           the Notes and we and any accounts for which we are
                           acting are able to bear the economic risks of and an
                           entire loss of our or their investment in the Notes.

                  4.       We are not acquiring the Notes with a view to any
                           distribution thereof in a transaction that would
                           violate the Securities Act or the securities laws of
                           any State of the United States or any other
                           applicable jurisdiction; provided that the


                                      G-1
<PAGE>

                                                                       EXHIBIT G

                           disposition of our property and the property of any
                           accounts for which we are acting as fiduciary will
                           remain at all times within our and their control.

                  5.       We acknowledge that the Notes have not been
                           registered under the Securities Act and that the
                           Notes may not be offered or sold within the United
                           States or to or for the benefit of U.S. persons
                           except as set forth below.

                  6.       The principal amount of Notes to which this
                           Certificate relates is at least equal to $250,000.

         We agree for the benefit of the Company, on our own behalf and on
behalf of each account for which we are acting, that such Notes may be offered,
sold, pledged or otherwise transferred only in accordance with the Securities
Act and any applicable securities laws of any State of the United States and
only (a) to the Company, (b) pursuant to a registration statement which has
become effective under the Securities Act, (c) to a qualified institutional
buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore
transaction in compliance with Rule 904 of Regulation S under the Securities
Act, (e) in a principal amount of not less than $250,000, to an Institutional
Accredited Investor that, prior to such transfer, delivers to the Trustee a duly
completed and signed certificate (the form of which may be obtained from the
Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant
to an exemption from registration provided by Rule 144 under the Securities Act
or any other available exemption from the registration requirements of the
Securities Act.

         Prior to the registration of any transfer in accordance with (c) or (d)
above, we acknowledge that a duly completed and signed certificate (the form of
which may be obtained from the Trustee) must be delivered to the Trustee. Prior
to the registration of any transfer in accordance with (e) or (f) above, we
acknowledge that the Company reserves the right to require the delivery of such
legal opinions, certifications or other evidence as may reasonably be required
in order to determine that the proposed transfer is being made in compliance
with the Securities Act and applicable state securities laws. We acknowledge
that no representation is made as to the availability of any Rule 144 exemption
from the registration requirements of the Securities Act.

         We understand that the Trustee will not be required to accept for
registration of transfer any Notes acquired by us, except upon presentation of
evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that the
Notes acquired by us will be in the form of definitive physical certificates and
that such certificates will bear a legend reflecting the substance of the
preceding paragraph. We further agree to provide to any person acquiring any of
the Notes from us a notice advising such person that resales of the Notes are
restricted as stated herein and that certificates representing the Notes will
bear a legend to that effect.



                                      G-2
<PAGE>

                                                                       EXHIBIT G

         We agree to notify you promptly in writing if any of our
acknowledgments, representations or agreements herein ceases to be accurate and
complete.

         We represent to you that we have full power to make the foregoing
acknowledgments, representations and agreements on our own behalf and on behalf
of any account for which we are acting.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            [NAME OF PURCHASER (FOR TRANSFERS)
                                            OR OWNER (FOR EXCHANGES)]

                                            By:
                                                -------------------------------
                                                Name:
                                                Title:
                                                Address:
Date:
      ------------------------------









                                      G-3
<PAGE>

                                                                       EXHIBIT G

         Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

By:
     ---------------------------------------

Date:
       -------------------------------------

Taxpayer ID number:
                    ------------------------














                                      G-4
<PAGE>

                                                                       EXHIBIT H



THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED
PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY
PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH
INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT
EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE
WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN
REGULATION S UNDER THE SECURITIES ACT.














                                       H-1