Exhibit 4.2

                                                              EXECUTION VERSION




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                                    INDENTURE

                            Dated as of March 6, 2009

                                      Among

                          TRINITY ACQUISITION LIMITED,

                         WILLIS GROUP HOLDINGS LIMITED,

            THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

                                       and

                          THE BANK OF NEW YORK MELLON,
                                   as Trustee


                          12.875% SENIOR NOTES DUE 2016









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                                TABLE OF CONTENTS


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                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01        Definitions..............................................1
Section 1.02        Other Definitions.......................................24
Section 1.03        Rules of Construction...................................24
Section 1.04        Acts of Holders.........................................25
Section 1.05        Legal Holiday...........................................26

                                    ARTICLE 2

                                    THE NOTES

Section 2.01        Form and Dating; Terms..................................27
Section 2.02        Execution and Authentication............................27
Section 2.03        Registrar and Paying Agent..............................28
Section 2.04        Paying Agent to Hold Money in Trust.....................28
Section 2.05        Holder Lists............................................29
Section 2.06        Transfer and Exchange...................................29
Section 2.07        Replacement Notes.......................................38
Section 2.08        Outstanding Notes.......................................38
Section 2.09        Treasury Notes..........................................39
Section 2.10        Temporary Notes.........................................39
Section 2.11        Cancellation............................................39
Section 2.12        Defaulted Interest......................................39
Section 2.13        CUSIP Numbers...........................................40
Section 2.14        Tax.....................................................40

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01        Notices to Trustee......................................43
Section 3.02        Selection of Notes to Be Redeemed or Purchased..........43
Section 3.03        Notice of Redemption....................................44
Section 3.04        Effect of Notice of Redemption..........................44
Section 3.05        Deposit of Redemption or Purchase Price.................45
Section 3.06        Notes Redeemed or Purchased in Part.....................45
Section 3.07        Optional Redemption.....................................45
Section 3.08        Early Redemption for Tax Reasons........................46
Section 3.09        Mandatory Redemption....................................47
Section 3.10        Offers to Repurchase by Application of Excess Proceeds..47


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                                    ARTICLE 4

                                    COVENANTS

Section 4.01        Payment of Notes........................................49
Section 4.02        Reports and Other Information...........................49
Section 4.03        Corporate Existence; Conduct of Business................50
Section 4.04        Taxes...................................................50
Section 4.05        Maintenance of Properties; Insurance....................51
Section 4.06        Compliance with Laws....................................51
Section 4.07        Limitation on Incurrence of Indebtedness and Issuance
                        of Disqualified Stock and Preferred Stock...........51
Section 4.08        Liens...................................................53
Section 4.09        Offer to Repurchase Upon Change of Control..............53
Section 4.10        Asset Sales.............................................55
Section 4.11        Sale and Lease-Back Transactions........................56
Section 4.12        Limitation on Restricted Payments.......................57
Section 4.13        Maintenance of Office or Agency.........................59
Section 4.14        Stay, Extension and Usury Laws..........................59
Section 4.15        Dividend and Other Payment Restrictions Affecting
                        Subsidiaries........................................59
Section 4.16        Maintenance of Listing..................................61
Section 4.17        Ratings for Notes.......................................61
Section 4.18        Additional Guarantees...................................61
Section 4.19        Centre of Main Interests................................61
Section 4.20        Maintenance of Process Agent............................62
Section 4.21        Registration............................................62

                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01        Merger, Consolidation or Sale of All or Substantially
                        All Assets..........................................62
Section 5.02        Successor Corporation Substituted.......................64

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01        Events of Default.......................................64
Section 6.02        Acceleration............................................66
Section 6.03        Other Remedies..........................................66
Section 6.04        Waiver of Past Defaults.................................67
Section 6.05        Control by Majority.....................................67
Section 6.06        Limitation on Suits.....................................67
Section 6.07        Rights of Holders of Notes to Receive Payment...........67
Section 6.08        Collection Suit by Trustee..............................68
Section 6.09        Restoration of Rights and Remedies......................68
Section 6.10        Rights and Remedies Cumulative..........................68
Section 6.11        Delay or Omission Not Waiver............................68
Section 6.12        Trustee May File Proofs of Claim........................68


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Section 6.13        Priorities..............................................69
Section 6.14        Undertaking for Costs...................................69

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01        Duties of Trustee.......................................69
Section 7.02        Rights of Trustee.......................................70
Section 7.03        Individual Rights of Trustee............................71
Section 7.04        Trustee's Disclaimer....................................71
Section 7.05        Notice of Defaults......................................72
Section 7.06        Compensation and Indemnity..............................72
Section 7.07        Replacement of Trustee..................................73
Section 7.08        Successor Trustee by Merger, etc........................73
Section 7.09        Eligibility; Disqualification...........................73

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01        Option to Effect Legal Defeasance or Covenant
                        Defeasance..........................................74
Section 8.02        Legal Defeasance and Discharge..........................74
Section 8.03        Covenant Defeasance.....................................74
Section 8.04        Conditions to Legal or Covenant Defeasance..............75
Section 8.05        Deposited Money and Government Securities to Be Held
                        in Trust; Other Miscellaneous Provisions............76
Section 8.06        Repayment to Issuer.....................................77
Section 8.07        Reinstatement...........................................77

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01        Without Consent of Holders of Notes.....................77
Section 9.02        With Consent of Holders of Notes........................78
Section 9.03        Revocation and Effect of Consents.......................79
Section 9.04        Notation on or Exchange of Notes........................80
Section 9.05        Trustee to Sign Amendments, etc.........................80
Section 9.06        Payment for Consent.....................................80

                                   ARTICLE 10

                                   GUARANTEES

Section 10.01       Guarantee...............................................81
Section 10.02       Limitation on Guarantor Liability.......................82
Section 10.03       Execution and Delivery..................................82
Section 10.04       Subrogation.............................................83
Section 10.05       Benefits Acknowledged...................................83


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Section 10.06       Release of Guarantees...................................83
Section 10.07       Rights of Holders.......................................83
Section 10.08       Certain Waivers.........................................84

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

Section 11.01       Satisfaction and Discharge..............................84
Section 11.02       Application of Trust Money..............................85

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01       Notices.................................................85
Section 12.02       Service of Process......................................87
Section 12.03       Certificate and Opinion as to Conditions Precedent......87
Section 12.04       Statements Required in Certificate or Opinion...........88
Section 12.05       Rules by Trustee and Agents.............................88
Section 12.06       No Personal Liability of Directors, Officers, Employees
                        and Stockholders....................................88
Section 12.07       Governing Law...........................................88
Section 12.08       Waiver of Jury Trial....................................88
Section 12.09       Force Majeure...........................................89
Section 12.10       No Adverse Interpretation of Other Agreements...........89
Section 12.11       Successors..............................................89
Section 12.12       Severability............................................89
Section 12.13       Counterpart Originals...................................89
Section 12.14       Table of Contents, Headings, etc........................89

EXHIBITS

Exhibit A          Form of Note
Exhibit B          Form of Certificate of Transfer
Exhibit C          Form of Certificate of Exchange
Exhibit D          Form of Supplemental Indenture to Be Delivered by Subsequent
                   Guarantors
Exhibit E          Form of Notation of Guarantee
Exhibit F          Form of Subordination Agreement

SCHEDULES

Schedule A                 Guarantors
Schedule 1.01(A)           Existing Investments
Schedule 1.01(B)           Existing Liens
Schedule 4.02              Reports and Other Information
Schedule 4.11              Sale and Lease-Back Transactions



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                  INDENTURE, dated as of March 6, 2009, among TRINITY
ACQUISITION LIMITED, a company organized and operated under the laws of England
and Wales (the "Issuer"), WILLIS GROUP HOLDINGS LIMITED, an exempted company
under the Companies Act 1981 of Bermuda ("Holdings"), the other GUARANTORS (as
defined herein) listed on the signature pages hereto and THE BANK OF NEW YORK
MELLON, as Trustee.

                               W I T N E S S E T H
                               - - - - - - - - - -

                  WHEREAS, the Issuer has duly authorized the creation of an
issue of $500,000,000.00 aggregate principal amount of 12.875% Senior Notes due
2016 (the "Notes"); and

                  WHEREAS, the Obligors (as defined below) have duly authorized
the execution and delivery of this Indenture.

                  NOW, THEREFORE, each of the Obligors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Notes.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                  "144A Global Note" means a Global Note substantially in the
form of Exhibit A hereto, bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depository or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on Rule 144A.

                  "Acquired Guarantor Indebtedness" means Indebtedness of any
other Person existing at the time such other Person is merged with or became a
Guarantor, including, without limitation, Indebtedness incurred in connection
with, or in contemplation of, such other Person merging with or becoming a
Guarantor of such specified Person.

                  "Acquired Indebtedness" means Indebtedness of any other Person
existing at the time such other Person is merged with or became a Subsidiary,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or becoming a Subsidiary of
such specified Person.

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

                  "Agent" means any Registrar or Paying Agent.

                  "Applicable Premium" means, with respect to any Note on any
Redemption Date, the greater of:

          (1)  1.0% of the principal amount of such Note; and


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          (2) the excess,  if any, of (a) the present  value at such  Redemption
     Date of (i) the  redemption  price of such Note at  September 1, 2013 (such
     redemption price being set forth in Section 3.07(c) hereof),  plus (ii) all
     required  interest  payments  due on such Note  through  September  1, 2013
     (excluding  accrued but unpaid interest to the Redemption  Date),  computed
     using a discount rate equal to the Treasury Rate as of such Redemption Date
     plus 50 basis points;  over (b) the then  outstanding  principal  amount of
     such Note.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depository, Euroclear and/or Clearstream that apply to such
transfer or exchange.

                  "Asset Sale" means:

          (1) the sale, conveyance, transfer or other disposition,  whether in a
     single  transaction  or a series of related  transactions,  of  property or
     assets (including by way of a Sale and Lease-Back  Transaction) of Holdings
     or any of its  Subsidiaries  (each  referred  to in  this  definition  as a
     "disposition"); or

          (2) the  issuance,  sale or  disposition  of Equity  Interests  of any
     Subsidiary  of  Holdings,  whether in a single  transaction  or a series of
     related transactions;

in each case, other than:

               (a)  any disposition of Cash Equivalents;

               (b) the disposition of obsolete,  damaged or worn out property or
          equipment in the  ordinary  course of business or any  disposition  of
          inventory  (or other  assets) held for sale in the ordinary  course of
          business and  dispositions of property no longer used or useful in the
          conduct of the  business of Holdings and its  Subsidiaries  (excluding
          any  such  dispositions   pursuant  to  or  in  contemplation  of  the
          discontinuation of any operation or division);

               (c) the disposition of all or substantially  all of the assets of
          any Obligor in a manner permitted pursuant to the provisions described
          under Section 5.01 hereof;

               (d) the making of any Restricted Payment or Permitted  Investment
          that is permitted to be made, and is made,  under Section 4.12 hereof,
          or the granting of a Permitted Lien pursuant to this Indenture;

               (e)  any  disposition  of  property  or  assets  or  issuance  of
          securities  by Holdings  or any of its  Wholly-Owned  Subsidiaries  to
          Holdings or any of its other Wholly-Owned Subsidiaries;

               (f) to the extent  allowable  under Section 1031 of the Code, any
          exchange of like  property  (excluding  any boot thereon) for use in a
          Similar Business;

               (g) the lease,  assignment  or  sub-lease of any real or personal
          property and the  licensing of  intellectual  property in the ordinary
          course of business;

               (h)  foreclosures  on assets or  transfers  by reason of  eminent
          domain;

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               (i) the  disposition of an account  receivable in connection with
          the collection or compromise thereof;

               (j) the  disposition  of assets or  properties  with an aggregate
          fair  market  value  of not more  than  $5,000,000.00  for any  single
          transaction  or  series  of  related  transactions  and not more  than
          $25,000,000.00 in any fiscal year for all such transactions;

               (k) the  disposition  of any  Investment  made by WSI pursuant to
          clause  (9)  of  the  definition  of  Permitted   Investments  in  the
          ordinary course of WSI's business; and

               (l) the provision of services by Holdings and its Subsidiaries in
          the ordinary course of business.

          "Attributable Indebtedness" in respect of a Sale and Lease-Back
Transaction means, as of the time of determination, the present value
(discounted at the implicit interest rate for such Sale and Lease-Back
Transaction, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such Sale and
Lease-Back Transaction (including any period for which such lease has been
extended).

          "Bankruptcy Law" means (1) the United States federal Bankruptcy Code,
Title 11 of the United States Code, as amended from time to time; (2) the UK
Insolvency Act 1986 as amended from time to time and any other bankruptcy,
insolvency, liquidation or similar laws of general application; (3) the Bermuda
Bankruptcy Act 1989; and (4) any equivalent law of any other jurisdiction

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5  under the  Exchange  Act,  except that in  calculating  the
beneficial  ownership of any particular  "Person" or "group" (as such terms are
used in Section  13(d)(3) of the  Exchange  Act),  such Person or group will be
deemed to have beneficial  ownership of all shares of Capital Stock that such
Person or group has the right to acquire,  whether  such right is currently
exercisable or is exercisable only after the passage of time. The terms
"Beneficially  Own" and  "Beneficial  Ownership"  have a correlative meaning.

          "Board of Directors" means:
           ------------------

          (1) with respect to a corporation  or company,  the board of directors
     of the  corporation or company or any committee  thereof duly authorized to
     act on behalf of such board,

          (2) with  respect  to a  partnership,  the board of  directors  of the
     general partner of the partnership,

          (3) with respect to a limited liability  company,  the managing member
     or members or any controlling committee of managing members thereof, and

          (4) with respect to any other  Person,  the board or committee of such
     Person serving a similar function as any of the foregoing.

          "Business Day" means each day which is not a Legal Holiday.

          "Capital Stock" means:

          (1) in the case of a corporation or company, any and all shares, other
     equivalents of, or interests in (howsoever designated),  the equity of such
     corporation or company;


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          (2) in the case of an  association  or  business  entity,  any and all
     shares,  interests,  participations,  rights or other equivalents  (however
     designated) of corporate stock:

          (3) in the  case of a  partnership,  unlimited  liability  company  or
     limited liability company,  any and all partnership or membership interests
     (whether general or limited); and

          (4) any other interest or  participation  that confers on a Person the
     right to receive a share of the profits and losses of, or  distributions of
     assets of, the issuing Person.

          "Capitalized  Lease  Obligation"  means, at the time any determination
thereof is to be made,  the amount of the liability in respect of a capital
lease that would at such time be required to be  capitalized  and reflected as a
liability on a balance  sheet  (excluding  the  footnotes  thereto) in
accordance with GAAP.

          "Cash Equivalents" means:

          (1) United States dollars;

          (2) (a) euro,  or any national  currency of any  participating  member
     state of the EMU; or (b) such local  currencies  held by Holdings or any of
     its Subsidiaries from time to time in the ordinary course of business;

          (3)  securities  issued or  directly  and  fully  and  unconditionally
     guaranteed by the U.S. government or any agency or instrumentality  thereof
     the securities of which are unconditionally  guaranteed as a full faith and
     credit  obligation of such  government with maturities of 24 months or less
     from the date of acquisition;

          (4)  certificates  of  deposit,  time  deposits  and  eurodollar  time
     deposits with  maturities of one year or less from the date of acquisition,
     bankers'  acceptances  with maturities not exceeding one year and overnight
     bank deposits, in each case with any commercial bank having tangible equity
     capital of not less than $500,000,000.00;

          (5)  repurchase  obligations  for  underlying  securities of the types
     described  in  clauses  (3)  and  (4)  entered  into  with  any   financial
     institution meeting the qualifications specified in clause (4) above;

          (6) commercial paper,  marketable  short-term money market and similar
     securities  rated at least P-1 by  Moody's  or at least A-1 by S&P (or such
     similar rating by at least one "nationally  recognized  statistical  rating
     organization"  (as  defined in Rule 436 under the  Securities  Act)) and in
     each case maturing within 12 months after the date of creation thereof; and

          (7)  investment  funds  investing  at  least  95% of their  assets  in
     securities of the types described in clauses (1) through (6) above.

          Notwithstanding the foregoing,  Cash Equivalents shall include amounts
     denominated in currencies other than those set forth in clauses (1) and (2)
     above; provided that such amounts are converted into any currency listed in
     clauses (1) and (2) as promptly as  practicable  and in any event within 10
     Business Days following the receipt of such amounts.

          "Centre of Main Interests" has the meaning given to it in Article 3(1)
     of the Council  Regulation  (EC) No 1346/2000 of May 29, 2000 on Insolvency
     Proceedings.

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          "Change of Control" means the occurrence of any of the following:
           -----------------

          (1) the  sale,  lease  or  transfer,  in one or a  series  of  related
     transactions,  of all or substantially  all of the assets of the Issuer and
     its Subsidiaries or Holdings and its Subsidiaries,  in each case taken as a
     whole, to any Person;

          (2) (a) the acquisition by any "Person" or "group" (within the meaning
     of Section  13(d)(3)  or  Section  14(d)(2)  of the  Exchange  Act,  or any
     successor  provision),  including  any  group  acting  for the  purpose  of
     acquiring,  holding or disposing of securities  (within the meaning of Rule
     13d-5(b)(1)  under  the  Exchange  Act),  in a single  transaction  or in a
     related   series  of   transactions,   by  way  of  merger,   amalgamation,
     consolidation  or other  business  combination or purchase of any shares of
     Capital  Stock,  after  giving  effect to which such  Person or group is or
     becomes the  Beneficial  Owner of Capital  Stock of  Holdings  representing
     during any Holding Period,  35% or more, and otherwise,  50% or more of the
     total voting or economic  power of the Voting Stock of Holdings or (b) such
     Person  or group has the  right or  ability,  directly  or  indirectly,  by
     agreement, voting power or otherwise to designate and cause the election of
     a majority of the Board of Directors of Holdings;

          (3) Holdings shall cease to own,  directly or indirectly,  100% of the
     outstanding  Equity  Interests  of any of the Issuer,  WNA or Willis  Faber
     Ltd., a company organized under the laws of England and Wales;

          (4)  Holdings  is   liquidated  or  dissolved  or  adopts  a  plan  of
     liquidation  or  dissolution  that is not a  Default  or Event  of  Default
     pursuant to Section 6.01(f) or (g);

          (5) the  occurrence of a "change of control"  (however  defined) under
     any Material Indebtedness; or

          (6) the first day on which a majority  of the  members of the Board of
     Directors of Holdings are not Continuing Directors.

          "Clearstream" means Clearstream Banking, Societe Anonyme.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Companies Act 2006" means the English  Companies Act 2006, as amended
     from time to time.

          "Consolidated   Depreciation  and  Amortization  Expense"  means  with
     respect to Holdings and its Subsidiaries  for any period,  the total amount
     of depreciation  and  amortization  expense,  including the amortization of
     deferred financing fees of Holdings and its Subsidiaries for such period on
     a consolidated basis and otherwise determined in accordance with GAAP.

          "Consolidated   EBITDA"  means,  with  respect  to  Holdings  and  its
     Subsidiaries  for any period,  the  Consolidated Net Income of Holdings and
     its Subsidiaries for such period (in each case, without duplication):

          (1) increased by:

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<PAGE>


               (a)  provision  for taxes  based on  income,  including,  without
          limitation, state, franchise and similar taxes and foreign withholding
          taxes of Holdings  and its  Subsidiaries  paid or accrued  during such
          period deducted in computing Consolidated Net Income; plus

               (b)   Consolidated   Interest   Expense  of   Holdings   and  its
          Subsidiaries  for such  period to the extent the same was  deducted in
          calculating such Consolidated Net Income; plus

               (c)  Consolidated   Depreciation  and  Amortization   Expense  of
          Holdings and its  Subsidiaries  for such period to the extent the same
          were deducted in computing Consolidated Net Income; plus

               (d) any expenses or charges (other than Consolidated Depreciation
          and Amortization  Expense)  related to any Equity Offering,  Permitted
          Investment,   acquisition,   disposition,   recapitalization   or  the
          incurrence of Indebtedness  permitted to be incurred by this Indenture
          (including  a  refinancing   thereof)  (whether  or  not  successful),
          including (i) such fees,  expenses or charges  related to the offering
          of the Notes and the Credit Facilities and (ii) any amendment or other
          modification  of the Notes,  and, in each case,  deducted in computing
          Consolidated Net Income; plus

               (e) any other non-cash charges, including any write offs or write
          downs,  reducing  Consolidated  Net Income for such period (other than
          any such  non-cash  charges  that  represent an accrual or reserve for
          potential cash items in any future  period) to the extent  deducted in
          computing Consolidated Net Income; plus

               (f) any costs incurred in connection with (i) acquisitions  other
          than the  Merger  in an  aggregate  amount  with  respect  to any such
          acquisition not to exceed 5% of the aggregate  consideration  for such
          acquisition  and  (ii)  the  Merger  in an  aggregate  not  to  exceed
          $50,000,000.00,  in each case,  to the extent  deducted  in  computing
          Consolidated Net Income; plus

               (g) any  extraordinary  losses  for  such  period  to the  extent
          deducted in computing Consolidated Net Income; plus

               (h) any non-recurring or restructuring charges for such period to
          the extent deducted in computing  Consolidated  Net Income  (provided,
          that  amounts  added  pursuant to this clause (h) for any period shall
          not exceed 10% of the amount of  Consolidated  EBITDA for such  period
          computed in accordance  with this  definition but before giving effect
          to the amounts added pursuant to this clause (h) for such period);

     (2) decreased by:

          (a) non-cash gains  increasing  Consolidated Net Income of such Person
     for such period,  excluding any non-cash gains to the extent they represent
     the  reversal  of an  accrual  or reserve  for a  potential  cash item that
     reduced Consolidated EBITDA in any prior period; and

          (b) any extraordinary or non-recurring  gains increasing  Consolidated
     Net Income of such Person for such period;


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<PAGE>

provided that Consolidated EBITDA for such period shall be adjusted as follows
(without duplication) as applicable;

          (A) any net gain or loss  resulting in such period from Swap Contracts
     that are not  accounted  for as fair value  hedges  under the  Statement of
     Financial Accounting Standards No. 133 or International Accounting Standard
     No. 39 shall be excluded;

          (B)  any net  gain or loss  resulting  in such  period  from  currency
     translation  gains or losses  related  to (i)  currency  remeasurements  of
     Indebtedness   (including  any  net  loss  or  gain  resulting  from  hedge
     agreements  for currency  exchange  risk) and (ii) United  Kingdom  pension
     plans, shall be excluded;

          (C) the cumulative effect of a change in accounting  principles during
     such period shall be excluded;

          (D)  any   after-tax   effect  of  income   (loss)  from  disposed  or
     discontinued  operations and any net after-tax  gains or losses on disposal
     of disposed, abandoned or discontinued operations shall be excluded;

          (E) any  after-tax  effect  of  gains  or  losses  (less  all fees and
     expenses relating thereto) attributable to asset dispositions other than in
     the ordinary course of business, as determined in good faith by Holdings or
     the Issuer, shall be excluded;

          (F) the  Consolidated Net Income for such period of any Person that is
     not a Subsidiary of Holdings, or that is accounted for by the equity method
     of accounting,  shall be excluded; provided that Consolidated Net Income of
     Holdings shall be increased by the amount of dividends or  distributions or
     other  payments that are actually paid in cash (or to the extent  converted
     into cash) to the  referent  Person or a  Subsidiary  thereof in respect of
     such period;

          (G) effects of adjustments in Holdings' financial  statements pursuant
     to GAAP  resulting  from the  application  of purchase  accounting,  net of
     taxes, shall be excluded;

          (H)  any   after-tax   effect   of  income   (loss)   from  the  early
     extinguishment  of  Indebtedness  or Swap  Contracts  or  other  derivative
     instruments shall be excluded; and

          (I) any impairment charge or asset write-off,  in each case,  pursuant
     to GAAP and the amortization of intangibles  arising pursuant to GAAP shall
     be excluded.

     "Consolidated  Funded Indebtedness" means, as of any date of determination,
the sum of (a) the aggregate  principal  amount of  Indebtedness of Holdings and
its  Subsidiaries  outstanding  as of such  date,  in the  amount  that would be
reflected on the balance sheet of Holdings and its  Subsidiaries  prepared as of
such  date on a  consolidated  basis  in  accordance  with  GAAP,  plus  (b) the
aggregate   principal   amount  of  obligations  for  borrowed  money  that  are
outstanding as of such date of Persons other than Holdings and its Subsidiaries,
to the extent guaranteed by Holdings or any of its Subsidiaries.


                                       7
<PAGE>

     "Consolidated  Interest  Expense"  means,  with respect to Holdings and its
Subsidiaries for any period, without duplication, the sum of:

          (1) consolidated interest expense of Holdings and its Subsidiaries for
     such period,  to the extent such expense was deducted  (and not added back)
     in  computing  Consolidated  Net  Income  (including  (a)  amortization  of
     original issue discount resulting from the issuance of Indebtedness at less
     than par, (b) all  commissions,  discounts  and other fees and charges owed
     with  respect to letters of credit or  bankers  acceptances,  (c)  non-cash
     interest payments (but excluding any non-cash interest expense attributable
     to the movement in the mark to market  valuation of Swap Contracts or other
     derivative  instruments  pursuant to GAAP),  (d) the interest  component of
     Capitalized Lease  Obligations,  and (e) net payments,  if any, pursuant to
     interest rate Swap  Contracts with respect to  Indebtedness,  and excluding
     (i)   amortization  of  deferred   financing  fees,  debt  issuance  costs,
     commissions,   fees  and  expenses,  and  (ii)  any  expensing  of  bridge,
     commitment and other financing fees; less

          (2) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by Holdings
and its Subsidiaries to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP.

          "Consolidated   Leverage  Ratio"  means  at  any  time  the  ratio  of
Consolidated  Funded  Indebtedness at such time to Consolidated  EBITDA for the
most recently ended four fiscal quarters for which financial statements have
been (or are required to be)  delivered  to the Holders in  accordance with
Section  4.02(a)  or (b).  In the event that  Holdings  or any of its
Subsidiaries  incurs,  assumes,  guarantees or redeems any  Indebtedness or
issues or redeems  Disqualified Stock subsequent to the commencement of the
period for which the Consolidated Leverage Ratio is being calculated but on or
prior to or  simultaneously  with the event for which the calculation of the
Consolidated  Leverage Ratio is made (the "Calculation Date"), then the
Consolidated  Leverage Ratio shall be calculated giving pro forma effect to such
incurrence,  assumption,  guarantee or redemption of Indebtedness,  or such
issuance or  redemption  of  Disqualified  Stock,  as if the same had occurred
at the  beginning  of the  applicable  four-quarter  period  (the "reference
period").

     For purposes of making the  computation  referred to above,  distributions,
dividends, Investments,  acquisitions,  dispositions, mergers and consolidations
that have been made by Holdings or any of its Subsidiaries  during the reference
period  or  subsequent   to  the  reference   period  and  on  or  prior  to  or
simultaneously  with the Calculation  Date shall be given pro forma effect as if
all such  distributions,  dividends,  Investments,  acquisitions,  dispositions,
mergers and consolidations (and all related financing transactions) had occurred
on the first day of the reference period.  Additionally,  if since the beginning
of such reference period any Person that subsequently became a Subsidiary or was
merged with or into Holdings or any of its  Subsidiaries  since the beginning of
such reference period shall have made any  distribution,  dividend,  Investment,
acquisition,  disposition,  merger or  consolidation  that would  have  required
adjustment  pursuant to this definition,  then the  Consolidated  Leverage Ratio
shall be calculated giving pro forma effect thereto for such reference period as
if such distribution, dividend, Investment, acquisition,  disposition, merger or
consolidation  (and all  related  financing  transactions)  had  occurred at the
beginning of the reference period.

       For purposes of this definition, whenever pro forma effect is to be given
to a transaction,  the pro forma  calculations  shall be made in accordance with
Regulation S-X under the Securities  Act. If any  Indebtedness  bears a floating
rate of  interest  and is being  given pro forma  effect,  the  interest on such
Indebtedness  shall be  calculated  as if the rate in effect on the  Calculation


                                       8
<PAGE>

Date had been the applicable rate for the entire period (taking into account any
Swap  Contracts  applicable  to such  Indebtedness).  "Consolidated  Net Income"
means,  with  respect to  Holdings  and its  Subsidiaries  for any  period,  the
aggregate of the Net Income,  of Holdings and its  Subsidiaries for such period,
on a consolidated basis, and otherwise determined in accordance with GAAP.

          "Continuing  Directors"  means,  as  of  any  date  of  determination,
individuals who

          (1) were members of such Board of Directors on the Issue Date; or

          (2) were  nominated for election or elected to such Board of Directors
     with the  approval  of a  majority  of the  Continuing  Directors  who were
     members  of such  Board  of  Directors  at the time of such  nomination  or
     election.

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.01 hereof or such other address as to which the
Trustee may give notice to the Holders and the Issuer.

         "Credit Agreement" means that certain $1,000,000,000.00 Credit
Agreement, dated as of October 1, 2008, among WNA, Holdings, Bank of America,
N.A., as Administrative Agent, and each lender from time to time party thereto
and any amendments, supplements, modifications, extensions, renewals or
restatements thereof.

         "Credit Facilities" means, with respect to any Obligor, the Credit
Agreement, one or more debt facilities or other financing arrangements
(including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit or other
long-term indebtedness, including any notes, mortgages, guarantees, collateral
documents, instruments and agreements executed in connection therewith, incurred
pursuant to Section 4.07(b)(i) and any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any indentures or
credit facilities or commercial paper facilities that replace, refund or
refinance any part of the loans, notes, other credit facilities or commitments
thereunder in each case permitted under Section 4.07(b)(i) hereof whether by the
same or any other agent, lender or group of lenders.

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

         "Debt Rating" means, as of any date of determination, the rating as
determined by any Rating Agency (if by more than one Rating Agency,
collectively, the "Debt Ratings"), as applicable, of the Issuer's non credit
enhanced, senior unsecured long term debt.

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

         "Default Interest Rate" means a rate equal to 2% per annum.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06(c) hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.


                                       9
<PAGE>

         "Depository" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depository with respect to the Notes, and any and all successors thereto
appointed as Depository hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Change of Control" means any event constituting a Change
of Control pursuant to paragraph 2(a) of the definition thereof so long as
after giving effect thereto the Person or group referred to therein does not
become the Beneficial Owner of Capital Stock of Holdings representing 50% or
more of the total voting or economic power of the Voting Stock of Holdings.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon
the happening of any event, matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof (other than solely as a result of a change of control or asset
sale), in whole or in part, in each case prior to the date that is 91 days
after the earlier of the maturity date of the Notes or the date the Notes are
no longer outstanding; provided, however, that if such Capital Stock is issued
to any plan for the benefit of employees of Holdings or its Subsidiaries or by
any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by
Holdings or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations.

         "EMU" means economic and monetary union as contemplated in the
Treaty on European Union.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.

         "Equity Offering" means any public or private sale of common stock or
Preferred Stock of Holdings (excluding Disqualified Stock), other than:

          (1) public  offerings with respect to Holdings common stock registered
     on Form S-8; and

          (2) issuances to any Subsidiary of Holdings.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated thereunder.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Holdings, is treated as a single employer
under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
for purposes of provisions relating to Section 412 of the Code), as amended from
time to time, and the regulations promulgated thereunder.

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by Holdings or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by Holdings or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension


                                       10
<PAGE>

Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon Holdings or
any ERISA Affiliate.

          "Euroclear"  means Euroclear  S.A./N.V.,  as operator of the Euroclear
system.

           "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

           "Existing Bridge Loan" means that certain 364-Day Credit Agreement
dated as of October 1, 2008 between Holdings, WNA, the lenders party thereto,
Bank of America, N.A., as administrative agent, Banc of America Securities LLC,
J.P. Morgan Securities Inc., Suntrust Robinson Humphrey, Inc., and the Royal
Bank of Scotland, PLC as Book Managers, and Bank of America Securities LLC as
Sole Lead Arranger.

           "Existing Notes" means the 5.125% Senior Notes due 2010, the 5.625%
Senior Notes due 2015 and the 6.20% Senior Notes due 2017 issued by WNA.

           "euro" means the single currency of participating member states of
the EMU.

           "Financial Officer" means, with respect to any Obligor, the  chief
executive officer, chief financial officer, principal accounting officer,
treasurer or controller thereof, as applicable.

           "Financing Documents" means collectively, the Indenture, the Note
Purchase Agreement, the Notes, the Registration Rights Agreement, any
supplemental indenture and all certificates, instruments, and other documents
made or delivered in connection herewith and therewith.

           "GAAP" means generally accepted accounting principles in the United
States which are in effect on the Issue Date.

           "Global Note Legend" means the legend set forth in Section
2.06(f)(ii) hereof, which is required to be placed on all Global Notes issued
under this Indenture.

           "Global Notes" means, individually and collectively, each of the
Restricted Global Notes, substantially in the form of Exhibit A hereto, issued
in accordance with Article 2 hereof.

           "Governmental Authority" means the government of the United States,
United Kingdom or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government where appropriate (including any supra-national bodies
such as the European Union or the European Central Bank).

            "Government Securities" means securities that are:

          (1) direct  obligations of the United States of America for the timely
     payment of which its full faith and credit is pledged; or


                                       11
<PAGE>

          (2) obligations of a Person  controlled or supervised by and acting as
     an agency or  instrumentality  of the United  States of America  the timely
     payment of which is  unconditionally  guaranteed as a full faith and credit
     obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the
issuers thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Securities or a specific payment of principal of or
interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such
depository receipt.

          "GSMP Group" means,  collectively,  (i) GSMP V Onshore  International,
Ltd.,  GSMP  V  Offshore  International,  Ltd.  and  GSMP  V  Institutional
International,  Ltd., (ii) any other  Affiliate of GS Mezzanine  Partners V
Institutional,  L.P.  or The  Goldman  Sachs  Group,  Inc.,  and  (iii) any
Subsidiaries of the foregoing.

          "GSMP Purchasers" has the meaning set forth in the Note Purchase
Agreement.

          "guarantee" means a guarantee (other than by endorsement of negotiable
instruments  for  collection  in the  ordinary  course of  business),  direct or
indirect,   in  any  manner  (including  letters  of  credit  and  reimbursement
agreements in respect thereof),  of all or any part of any Indebtedness or other
obligations,  as applicable, or the act of making a guarantee in accordance with
the foregoing.

          "Guarantee"  means the  guarantee  by the  Guarantors  of the Issuer's
Obligations under this Indenture.

          "Guarantor" means each Person that guarantees the Notes in accordance
with the terms of this  Indenture and any other Person that becomes a party as a
Guarantor to this Indenture pursuant to a supplemental  indenture in the form of
Exhibit D hereto.

          "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

          "Holding Company" means each of Holdings, WNA and each other
Subsidiary of Holdings (other than the Issuer) that is a direct or indirect
parent of either the Issuer or WNA.

          "Holding Period" means any period during which the GSMP Group
constitutes the Required Holders; provided, however, on the Issue Date a Holding
Period shall be in effect; and provided, further, that in no event shall the
Trustee be charged with knowledge of such Holding Period unless it has received
an Officer's Certificate, on which the Trustee shall be fully protected in
relying, from the Issuer that certifies such Holding Period has ended or
commenced; provided, further, that Trustee shall be fully protected in relying
upon such Officer's Certificate until it is otherwise notified by the Issuer in
the form of a subsequent Officer's Certificate.


                                       12
<PAGE>

          "Holdings" means Willis Holdings Group Limited, an exempted
company under the Companies Act 1981 of Bermuda.

          "ILS" means reinsurance related debt securities that are
underwritten and/or initially purchased for the purpose of placement with or
distribution to third parties.

          "Indebtedness" of any Person means, without duplication,
           ------------

          (1) all  obligations of such Person for borrowed money or with respect
     to deposits or advances of any kind,

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

          (3) all  obligations  of such Person upon which  interest  charges are
     customarily paid,

          (4) all  obligations  of such Person under  conditional  sale or other
     title retention agreements relating to property acquired by such Person,

          (5) all obligations of such Person in respect of the deferred purchase
     price of property or services  (excluding current accounts payable incurred
     in the ordinary course of business),

          (6) all  Indebtedness of others secured by (or for which the holder of
     such  Indebtedness  has an existing right,  contingent or otherwise,  to be
     secured by) any Lien on property owned or acquired by such Person,  whether
     or not the  Indebtedness  secured  thereby has been  assumed (the amount of
     such  Indebtedness  shall be deemed to be an amount  equal to the stated or
     determinable amount of the related primary obligation,  or portion thereof,
     in respect of which such Lien is granted or, if not stated or determinable,
     the  maximum  reasonably   anticipated  liability  in  respect  thereof  as
     determined by the Person who granted such Lien in good faith),

          (7) all guarantees by such Person of Indebtedness of others,

          (8) all Capital Lease Obligations of such Person,

          (9) all  obligations,  contingent or  otherwise,  of such Person as an
     account party in respect of letters of credit and letters of guaranty, and

          (10) all  obligations,  contingent  or  otherwise,  of such  Person in
     respect of bankers' acceptances.

          For all purposes hereof,  the Indebtedness of any Person shall include
     the  Indebtedness  of any  partnership or joint venture (other than a joint
     venture that is itself a corporation or limited liability company) in which
     such  Person  is  a  general  partner  or a  joint  venturer,  unless  such
     Indebtedness is expressly made  non-recourse to such Person.  The amount of
     any net  obligation  under  any  Swap  Contract,  to the  extent  otherwise
     constituting  Indebtedness,  on any  date  shall be  deemed  to be the Swap
     Termination Value thereof as of such date.

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

          "Indirect  Participant" means a Person who holds a beneficial interest
     in a Global Note through a Participant.


                                       13
<PAGE>

          "Interest  Payment  Date" means March 31,  June 30,  September  30 and
     December 31 of each year to stated maturity.

          "Investment" means, with respect to any Person, any investment by such
     Person  in  other  Persons  (including  Affiliates)  in the  form of  loans
     (including  guarantees),   advances  or  capital  contributions  (excluding
     accounts receivable, trade credit, advances to customers, in each case made
     in the ordinary course of business),  purchases or other  acquisitions  for
     consideration of Indebtedness,  Equity Interests or other securities issued
     by any  other  Person  and  investment  that  is  required  by  GAAP  to be
     classified on the balance sheet (excluding the footnotes) of such Person in
     the same manner as the other investments included in this definition to the
     extent such transactions involve the transfer of cash or other property.

          "Issue Date" means March 6, 2009.

          "Issuer" means Trinity Acquisition Limited, a company
organized and operated under the laws of England and Wales.

          "Issuer Order" means a written request or order signed on
behalf of the Issuer by an Officer of the Issuer.

          "Laws" means, collectively, all international, foreign,
Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.

          "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banking institutions are not required to be open in the State of New
York, London, England, or the city in which the Corporate Trust Office of the
Trustee or Paying Agent is located.

          "Lien" means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in
the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing).

          "Material Adverse Effect" means (a) a material adverse change
in, or a material adverse effect upon, the business, financial position,
property or results of operations of Holdings and its Subsidiaries taken as a
whole; (b) a material impairment of the ability of any Obligor to perform its
obligations under any Financing Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Obligor of any Financing Document to which it is a
party.

          "Material Indebtedness" means Indebtedness (other than the
Notes) of any one or more of Holdings and its Subsidiaries in an aggregate
principal amount exceeding $30,000,000.00.

          "Material Subsidiary" means any Subsidiary of Holdings whose
gross assets or Consolidated EBITDA are equal to or exceed 5% of the total gross
assets or Consolidated EBITDA, as applicable, of Holdings, in each case
determined on the basis of the most recently ended four fiscal quarters for


                                       14
<PAGE>

which financial statements have been (or are required to be) delivered to the
Holders in accordance with Section 4.02(a) or (b).

          "Material Swap Obligations" means obligations in respect of
one or more Swap Contracts with an aggregate Swap Termination Value exceeding
$30,000,000.00.

          "Merger" means the merger that occurred on October 1, 2008 of
Hilb Rogal & Hobbs Company, a Virginia corporation (the "Acquired Company") with
and into Hermes Acquisition Corp., a Virginia corporation (the "Acquisition
Subsidiary"), with the Acquisition Subsidiary being the surviving corporation,
pursuant to the Merger Agreement dated as of June 7, 2008 (the "Merger
Agreement") among Holdings, Acquisition Subsidiary, and Acquired Company.

          "Moody's" means Moody's Investors Service, Inc. and any successor to
its rating agency business.

          "Multiemployer Plan" means any employee benefit plan as
defined in Section 4001(a)(3) of ERISA, to which Holdings or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions (excluding any foreign
plans of Holdings or any of its ERISA Affiliates).

          "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends.

          "Net Proceeds" means the aggregate cash proceeds received by
Holdings or any of its Subsidiaries in respect of any Asset Sale, including any
cash received upon any Asset Sale, net of the direct costs relating to such
Asset Sale, including legal, accounting and investment banking fees, and
brokerage and sales commissions, any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements),
amounts required to be applied to the repayment of principal, premium, if any,
and interest on the Credit Facilities (or other Indebtedness that is secured by
any Permitted Liens if and to the extent the proceeds of an Asset Sale in
respect of the assets that are subject to such Permitted Liens are required to
be utilized to repay such Indebtedness) required (other than required by clause
(i) of Section 4.10(b) hereof) to be paid as a result of such transaction and
any deduction of appropriate amounts to be provided by Holdings or any of its
Subsidiaries as a reserve in accordance with GAAP against any liabilities
associated with the asset disposed of in such transaction and retained by
Holdings or any of its Subsidiaries after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

          "Net Worth" means, as of any date, (1) the amount of total
assets of Holdings and its Subsidiaries minus (2) the amount of total
liabilities of Holdings and its Subsidiaries, in each case, that would be
reflected on a balance sheet prepared as of such date on a consolidated basis in
accordance with GAAP.

          "Non-Obligor" means any Subsidiary of Holdings that is not an
Obligor.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Note Purchase Agreement" means the Note Purchase Agreement,
dated as of February 10, 2009, by and among the Issuer, the Guarantors, GSMP V

                                       15
<PAGE>

Onshore International, Ltd., GSMP V Offshore International, Ltd., GSMP V
Institutional International, Ltd. and GS Mezzanine Partners V Institutional L.P.

                  "Notes" is defined in the Recitals.

                  "Obligations" means any principal, interest (including any
interest accruing subsequent to the filing of a petition in bankruptcy,
reorganization or similar proceeding at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable state, federal or foreign law), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with
respect to letters of credit and banker's acceptances), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable
under the documentation governing any Indebtedness.

                  "Obligors" means the Issuer and the Guarantors.

                  "Officer" means the chairman of the board, the chief executive
officer, the chief financial officer, the chief responsible officer, the chief
operating officer, the president, any executive vice president, senior vice
president or vice president, the treasurer, the secretary or (in respect of any
Person organized under the laws of England and Wales) a director.

                  "Officer's Certificate" means a certificate signed on behalf
of the Issuer by an Officer of the Issuer.

                  "Opco Guarantor" means each Guarantor that is a Subsidiary of
Holdings that is not a Holding Company.

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

                  "Participant" means, with respect to the Depository, Euroclear
or Clearstream, a Person who has an account with the Depository, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Encumbrances" means:

                  (1) Liens  imposed  by law for taxes that are not yet due or
               are being contested in compliance with Section 4.04;

                  (2) carriers',  warehousemen's,  mechanics',  materialmen's,
               repairmen's  and other like Liens imposed by law,  arising in the
               ordinary course of business;

                  (3)  pledges and  deposits  made in the  ordinary  course of
               business in compliance with workers'  compensation,  unemployment
               insurance and other social security laws or regulations;

                  (4)  deposits  and other Liens  (limited  solely to Liens on
               consideration   owing   under  the   contracts   and  other  like
               obligations  the  performance  of which is  secured  thereby)  to
               secure  the  performance  of  bids,  trade   contracts,   leases,


                                       16
<PAGE>

               statutory obligations, surety and appeal bonds, performance bonds
               and  other  obligations  of a like  nature,  in each  case in the
               ordinary course of business;

                  (5)  judgment  liens in  respect  of  judgments  that do not
               constitute  an  Event  of  Default  under  Section  6.01(e);  and

                  (6)  easements,   zoning  restrictions,   rights-of-way  and
               similar  encumbrances on real property  imposed by law or arising
               in the  ordinary  course  of  business  that  do not  secure  any
               monetary obligations and do not materially detract from the value
               of the affected  property or interfere with the ordinary  conduct
               of business of Holdings or any of its Subsidiaries;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (1) any  Investment  by Holdings or any of its  Wholly-Owned
               Subsidiaries  in  Holdings  or  any  of  the  other  Wholly-Owned
               Subsidiaries of Holdings;

                  (2) any Investment in cash and Cash Equivalents;

                  (3) any  Investment  by Holdings or any of its  Wholly-Owned
               Subsidiaries in a Person that is engaged in a Similar Business so
               long as:

                         (a) no Default or Event of Default  shall have occurred
                    or be continuing or will result therefrom;

                         (b) after giving effect to such Investment,  the Issuer
                    could  incur  at  least  $1.00  of  additional  Indebtedness
                    pursuant to the  Consolidated  Leverage Ratio test described
                    in Section 4.07(a) hereof;

                         (c) such Person is or becomes a Subsidiary  of Holdings
                    on or prior to the consummation of such  Investment,  and at
                    least  90% of the  outstanding  Equity  Interests  of  which
                    (other than directors' qualifying shares) shall at all times
                    be  owned  by  Holdings  or  a  Wholly-Owned  Subsidiary  of
                    Holdings;

                  (4)  any  Investment  in  securities  or  other  assets  not
               constituting  cash or Cash Equivalents and received in connection
               with an Asset Sale made  pursuant  to the  provisions  of Section
               4.10 hereof or any other  disposition of assets not  constituting
               an Asset Sale;

                  (5) any  Investment (a) existing on the Issue Date set forth
               on  Schedule  1.01(A)  and  (b) in  Gras  Savoye  & Cie,  France,
               pursuant to "put"  agreements  and "call"  agreements in place on
               the Issue Date (without any amendment or modification of any such
               agreement  that would  increase the  required  amount or price of
               such Investment or would  otherwise be materially  adverse to the
               interests of the Holders);

                  (6)  any  Investment  acquired  by  Holdings  or  any of its
               Subsidiaries:

                         (a) in exchange  for any other  Investment  or accounts
                    receivable  held  by  Holdings  or any  such  Subsidiary  in
                    connection  with or as a result  of a  bankruptcy,  workout,
                    reorganization  or  recapitalization  of the  issuer of such
                    other Investment or accounts receivable; or

                                       17
<PAGE>

                         (b) as a result of a foreclosure  by Holdings or any of
                    its Subsidiaries  with respect to any secured  Investment or
                    other   transfer  of  title  with  respect  to  any  secured
                    Investment in default;

                  (7) guarantees permitted by this Indenture;

                  (8) subject to compliance  with  applicable  Law,  loans and
               advances to officers,  directors and employees for reasonable and
               customary  business related travel expenses,  moving expenses and
               other  similar  expenses,  in each case  incurred in the ordinary
               course of business consistent with past practices;

                  (9)  Investments by WSI in any ILS in the ordinary course of
               WSI's   business   in  an   aggregate   amount   not  to   exceed
               $250,000,000.00 at any one time outstanding;

                  (10) any Investments by Holdings or any of its  Subsidiaries
               acquired in exchange for Capital  Stock (other than  Disqualified
               Capital Stock) of Holdings; and

                  (11) other  Investments not exceeding (i)  $50,000,000.00 in
               the aggregate for any fiscal year plus (ii) up to  $25,000,000.00
               of the  amount  available  pursuant  to clause  (i) above for the
               preceding  fiscal year, but unused in such preceding  fiscal year
               (the  amounts in clause  (i) above  being  deemed to be  utilized
               first  in  any  fiscal  year  prior  to  the  utilization  of any
               carryover amount provided in this clause (ii)).

                  "Permitted Liens" means, with respect to any Person:

                  (1) Permitted Encumbrances;

                  (2) any Lien on any  property or asset of Holdings or any of
               its  Subsidiaries  existing  on the date  hereof and set forth in
               Schedule  1.01(B)  hereto;  provided that (a) such Lien shall not
               apply  to  any  other  property  or  asset  of  Holdings  or  any
               Subsidiary and (b) such Lien shall secure only those  obligations
               which it secures on the date hereof and extensions,  renewals and
               replacements   thereof  that  do  not  increase  the  outstanding
               principal amount thereof;

                  (3) any Lien  existing on any property or asset prior to the
               acquisition  thereof by  Holdings or any  Subsidiary  of Holdings
               after the date hereof or existing on any property or asset of any
               Person  that  becomes a  Subsidiary  of  Holdings  after the date
               hereof  prior to the time such  Person  becomes a  Subsidiary  of
               Holdings;   provided  that  (a)  such  Lien  is  not  created  in
               contemplation  of or in connection with such  acquisition or such
               Person becoming a Subsidiary of Holdings, as the case may be, (b)
               such Lien  shall not  apply to any  other  property  or assets of
               Holdings  or any  Subsidiary  of  Holdings,  (c) such Lien  shall
               secure  only  those  obligations  which it secures on the date of
               such  acquisition or the date such Person becomes a Subsidiary of
               Holdings,  as the  case  may be,  and  extensions,  renewals  and
               replacements   thereof  that  do  not  increase  the  outstanding
               principal  amount  thereof,   and  (d)  such  Liens  secure  only
               Indebtedness   permitted  to  be  incurred  pursuant  to  Section
               4.07(b)(iii);

                  (4) Liens on fixed or capital assets  acquired,  constructed
               or improved by Holdings or any of its Subsidiaries; provided that
               (a) such security interests secure only Indebtedness  incurred to
               finance the  acquisition,  construction  or  improvement  of such
               fixed or capital assets (including  Capital Lease Obligations and
               any  Indebtedness  assumed in connection  with the acquisition of
               such assets) and extensions,  renewals and  replacements  thereof
               that do not increase the  outstanding  principal  amount thereof,
               (b) such security interests and the Indebtedness  secured thereby

                                       18
<PAGE>

               are incurred  prior to or within 180 days after such  acquisition
               or the completion of such  construction or  improvement,  (c) the
               Indebtedness   secured  thereby  does  not  exceed  the  cost  of
               acquiring, constructing or improving such fixed or capital assets
               and (d) such  security  interests  shall  not  apply to any other
               property or assets of Holdings or any Subsidiary of Holdings;

                  (5) charges or Liens in favor of a regulatory authority or a
               third  party,  in each  case,  as  contemplated  by the  rules or
               regulations  issued by a regulatory  authority and with which the
               applicable  Person  is  required  to  comply  in order to  remain
               licensed to conduct its business;

                  (6) Liens over credit balances  created in favor of any bank
               in order to  facilitate  the  operation of bank accounts on a net
               balance basis or in connection with any BACS facility used in the
               ordinary course of business;

                  (7) Liens comprised by escrow  arrangements  entered into in
               connection  with assets  sales,  transfers or other  dispositions
               permitted by Section 4.10;

                  (8) Liens  securing  Indebtedness  permitted  to be incurred
               pursuant  to  Section   4.07(b)(ix);   provided  that  the  total
               Indebtedness  so secured by Liens does not exceed  $50,000,000.00
               at any one time outstanding; and

                  (9)  other  Liens;  provided  that the sum of the  aggregate
               principal amount of obligations  secured by such Liens,  plus the
               aggregate amount of Attributable  Indebtedness in respect of Sale
               and Lease-Back  Transactions  permitted by Section  4.11(c) shall
               not, at any time, exceed 10% of Net Worth.

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

                "Pension Plan" means any "employee pension benefit plan" (as
such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan,
that is subject to Title IV of ERISA and is sponsored or maintained by Holdings
or any ERISA Affiliate or to which Holdings or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years (excluding any foreign
pension plans of Holdings or any of its ERISA Affiliates).

                "Preferred Stock" means any Equity Interest with preferential
rights of payment of dividends or as to the distribution of assets upon
liquidation, dissolution, or winding up.

                "Private Placement Legend" means the legend set forth in
Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture,
except where otherwise permitted by the provisions of this Indenture.

                "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                "Rating Agencies" means Moody's and S&P or if Moody's or S&P
or both shall not make a rating on the Notes publicly available, two or more
"nationally recognized statistical rating organizations" (as defined in Rule 436
under the Securities Act), selected by the Issuer or Holdings which shall be
substituted for Moody's or S&P or both, as the case may be.


                                       19
<PAGE>

                "Record Date" for the interest payable on any applicable
Interest Payment Date means March 15, June 15, September 15 or December 15
(whether or not a Business Day) next preceding such Interest Payment Date.

                "Refinancing" means the repayment of a portion of the
principal amount of the Existing Bridge Loan and the payment of related
transaction fees and expenses on the Issue Date with the proceeds of the
issuance of the Notes.

                "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among the GSMP Group and the Obligors.

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

                "Regulation S Global Note" permanent Global Note in the form
of Exhibit A hereto, bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depository or its nominee, that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903.

                "Regulation S-X" means Regulation S-X promulgated under the
Securities Act as from time to time in effect and any successor regulation to
all or a portion thereof.

                "Reportable Event" means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30-day notice
requirement has been waived under the applicable regulations.

                "Required Holders" means holders of at least a majority in
aggregate principal amount of the then outstanding Notes. Sections 2.08 and 2.09
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this definition.

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

                "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.


                "Restricted Global Note" means a Global Note bearing the Private
 Placement Legend.

                "Restricted Investment" means an Investment other than a
Permitted Investment.

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

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

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

                "Rule 903" means Rule 903 promulgated under the Securities
Act.

                                       20
<PAGE>

                "Rule 904" means Rule 904 promulgated under the Securities
Act.

                "S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies,  Inc., and any successor to its rating agency business.

                "Sale and Lease-Back Transaction" means any arrangement
providing for the leasing by Holdings or any of its Subsidiaries of any real or
tangible personal property, which property has been or is to be sold or
transferred by Holdings or such Subsidiary to a third Person in contemplation of
such leasing.

                "SEC" means the U.S. Securities and Exchange Commission.

                "Secured Indebtedness" means any Indebtedness of Holdings or
any of its Subsidiaries secured by a Lien permitted to be incurred in accordance
with Sections 4.07 and 4.08 hereof.

                "Securities Act" means the U.S. Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                "Similar Business" means any business conducted or proposed to
be conducted by Holdings and its Subsidiaries on the Issue Date or any business
that is similar, reasonably related, incidental or ancillary thereto.

                "Stated Maturity" means, with respect to any installment of
interest on or principal of, or any other amount payable in respect of, any
series of Indebtedness, the date on which the payment of such interest,
principal or other amount was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest, principal or other amount prior
to the date originally scheduled for the payment thereof.

                "Subordinated Indebtedness" means, with respect to the Notes,

               (1)  any  Indebtedness  of  the  Issuer  which  is by  its  terms
          subordinated in right of payment to the Notes, and

               (2) any  Indebtedness  of any  Guarantor  which  is by its  terms
          subordinated  in right of payment to the  Guarantee  of such entity of
          the Notes.

               "Subsidiary" means, with respect to any Person:

               (1) any corporation, association, or other business entity (other
          than a  partnership,  joint  venture,  limited  liability  company  or
          similar  entity) of which more than 50% of the total  voting  power of
          shares of Capital Stock entitled  (without regard to the occurrence of
          any  contingency)  to vote in the election of  directors,  managers or
          trustees thereof is at the time of determination  owned or controlled,
          directly  or  indirectly,  by such  Person or one or more of the other
          Subsidiaries of that Person or a combination thereof; and

               (2) any partnership,  joint venture, limited liability company or
          similar entity of which:

                    (a) more  than  50% of the  capital  accounts,  distribution
               rights,  total equity and voting  interests or general or limited
               partnership  interests,  as applicable,  are owned or controlled,
               directly or indirectly,   by  such  Person  or  one  or  more

                                       21
<PAGE>

               of  the  other Subsidiaries  of that Person or a combination
               thereof  whether in the form  of  membership,  general,  special
               or  limited  partnership  or otherwise, and


                    (b)  such  Person  or any  Subsidiary  of such  Person  is a
               controlling general partner or otherwise controls such entity.

               "Subsidiary  Guarantor" means each Guarantor that is a Subsidiary
of the Issuer.

               "Swap  Contract"  means (a) any and all rate  swap  transactions,
basis  swaps,  credit  derivative   transactions,   forward  rate  transactions,
commodity swaps,  commodity  options,  forward  commodity  contracts,  equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward  bond or  forward  bond  price or  forward  bond index  transactions,
interest rate options, forward foreign exchange transactions,  cap transactions,
floor   transactions,   collar   transactions,   currency   swap   transactions,
cross-currency rate swap transactions,  currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any  options  to  enter  into  any of the  foregoing),  whether  or not any such
transaction is governed by or subject to any master  agreement,  and (b) any and
all transactions of any kind, and the related  confirmations,  which are subject
to the terms and  conditions  of, or governed  by, any form of master  agreement
published by the  International  Swaps and  Derivatives  Association,  Inc., any
International  Foreign Exchange Master Agreement,  or any other master agreement
(any such  master  agreement,  together  with any related  schedules,  a "Master
Agreement"),  including any such  obligations  or  liabilities  under any Master
Agreement; provided that no phantom stock or similar plan providing for payments
only on account of services provided by current or former  directors,  officers,
employees or consultants of Holdings and any of its Subsidiaries shall be a Swap
Contract.

                "Swap Termination Value" means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the termination value(s) for
such Swap Contract, as determined in accordance therewith as if such Swap
Contract had been closed out on such date and each counterparty thereto were an
"Affected Party" (or similar term) thereunder.

                "Tax" or "Taxes" means any present or future tax, levy,
impost, duty, assessment, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed and any penalties, interest or other liabilities with
respect thereto.

                "Taxing Jurisdiction" means the United Kingdom or any other
jurisdiction in which an Obligor is organized, engaged in business, resident for
tax purposes or generally subject to tax on a net income basis, or any political
subdivision of any of the foregoing or any authority of or in any of the
foregoing having the power to tax.

                "Transaction" means the transactions contemplated by the
issuance of the Notes.

                "Treasury Rate" means, as of any Redemption Date, the yield to
maturity as of such Redemption Date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to September 1, 2013;

                                       22
<PAGE>

provided, however, that if the period from the Redemption Date to September 1,
2013, is less, than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

                "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended (15 U.S.C. ss.ss. 77aaa-77bbbb).

                "Trustee" means The Bank of New York Mellon, as trustee, until
a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                "U.S. Person" means a U.S. person as defined in Rule 902(k)
under the Securities Act.

                "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                "Unrestricted Global Note" means a permanent Global Note,
substantially in the form of Exhibit A attached hereto, as the case may be, that
bears the Global Note Legend and that has the "Schedule of Exchanges of
Interests in the Global Note" attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing Notes that
do not and are not required to bear the Private Placement Legend.

                "VAT"  means  value  added tax as  provided  in the United
Kingdom  Value  Added Tax Act 1994 and any other Tax of a similar nature.

                "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                "Weighted Average Life to Maturity" means, when applied to any
Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any
date, the quotient obtained by dividing

               (1) the sum of the  products of the number of years from the date
          of  determination to the date of each successive  scheduled  principal
          payment of such  Indebtedness  or redemption  or similar  payment with
          respect to such  Disqualified  Stock or Preferred Stock  multiplied by
          the amount of such payment; by

               (2) the sum of all such payments.

               "Wholly-Owned  Subsidiary"  of any Person means a  Subsidiary  of
such  Person,  100% of the  outstanding  Equity  Interests  of which (other than
directors'  qualifying  shares)  shall at the time be owned by such Person or by
one or more Wholly-Owned Subsidiaries of such Person.


                                       23
<PAGE>

                "WNA" means Willis North America Inc., a Delaware corporation,
and a direct or indirect  Wholly-Owned  Subsidiary of the Issuer.

                "WSI" means Willis Securities,  Inc., a Delaware  corporation
and an indirect  Wholly-Owned  Subsidiary of the Issuer that is a licensed
broker-dealer.

Section 1.02      Other Definitions.
                  -----------------
Term                                                               Defined in
----                                                                 Section
                                                                     -------

"Additional Amounts"..........................................         2.14
"Asset Sale Offer"............................................         4.10
"Authentication Order"........................................         2.02
"Change of Control Offer".....................................         4.09
"Change of Control Payment"...................................         4.09
"Change of Control Payment Date"..............................         4.09
"Covenant Defeasance".........................................         8.03
"DTC".........................................................         2.03
"Event of Default"............................................         6.01
"Excess Proceeds".............................................         4.10
"Foreign Obligor".............................................         12.02
"incur".......................................................         4.07
"Legal Defeasance"............................................         8.02
"Note Register"...............................................         2.03
"Offer Amount"................................................         3.10
"Offer Period"................................................         3.10
"Paying Agent"................................................         2.03
"Process Agent"...............................................         12.02
"Purchase Date"...............................................         3.10
"Recipient" ..................................................         2.14
"Redemption Date".............................................         3.07
"Refinancing Indebtedness"....................................         4.07
"Registrar"...................................................         2.03
"Relevant Party" .............................................         2.14
"Restricted Payments".........................................         4.12
"Successor Company"...........................................         5.01
"Successor Person"............................................         5.01
"Supplier"....................................................         2.14


Section 1.03    Rules of Construction.
                ---------------------

                Unless the context otherwise requires:

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

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

               (c) "or" is not exclusive;

                                       24
<PAGE>

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

               (e) "will" shall be interpreted to express a command;

               (f) provisions apply to successive events and transactions;

               (g) references to sections of, or rules under, the Securities Act
shall be deemed to include  substitute,  replacement  or  successor  sections or
rules adopted by the SEC from time to time;

               (h) unless the context  otherwise  requires,  any reference to an
"Article," "Section" or "clause" refers to an Article, Section or clause, as the
case may be, of this Indenture;

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

               (j) any definition of or reference to any  agreement,  instrument
or other  document  herein shall be  construed  as referring to such  agreement,
instrument  or other  document  as from time to time  amended,  supplemented  or
otherwise modified (subject to any restrictions on such amendments,  supplements
or modifications set forth herein);

               (k) any  reference  herein to any Person  shall be  construed  to
include such Person's successors and assigns; and

               (l)  the  word   "including"   shall  mean   "including   without
limitation.

Section 1.04    Acts of Holders.
                ---------------

               (a)  Any  request,  demand,  authorization,   direction,  notice,
consent,  waiver or other action provided by this Indenture to be given or taken
by Holders  may be  embodied  in and  evidenced  by one or more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as otherwise expressly provided herein, such action
shall become effective when such instrument or instruments or record or both are
delivered  to the Trustee and,  where it is hereby  expressly  required,  to the
Issuer. Proof of execution of any such instrument or of a writing appointing any
such agent, or the holding by any Person of a Note,  shall be sufficient for any
purpose of this  Indenture and (subject to Section 7.01)  conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Section 1.04.

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

               (c) The ownership of Notes shall be proved by the Note Register.

               (d)  Any  request,  demand,  authorization,   direction,  notice,
consent,  waiver or other  action by the  Holder of any Note  shall  bind  every
future  Holder of the same Note and the  Holder of every  Note  issued  upon the

                                       25
<PAGE>

registration of transfer thereof or in exchange therefor or in lieu thereof,  in
respect of any action taken, suffered or omitted by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.

               (e) The Issuer may set a record date for purposes of  determining
the  identity of Holders  entitled to give any request,  demand,  authorization,
direction,  notice, consent, waiver or take any other act, or to vote or consent
to any action by vote or consent authorized or permitted to be given or taken by
Holders. Unless otherwise specified, if not set by the Issuer prior to the first
solicitation of a Holder made by any Person in respect of any such action, or in
the case of any such vote, prior to such vote, any such record date shall be the
later of 30 days prior to the first  solicitation of such consent or the date of
the  most  recent  list  of  Holders  furnished  to the  Trustee  prior  to such
solicitation.

               (f) Without limiting the foregoing, a Holder entitled to take any
action hereunder with regard to any particular Note may do so with regard to all
or any  part  of the  principal  amount  of such  Note  or by one or  more  duly
appointed  agents,  each of which may do so  pursuant to such  appointment  with
regard to all or any part of such principal  amount.  Any notice given or action
taken by a Holder or its agents with regard to different parts of such principal
amount  pursuant  to this  paragraph  shall have the same  effect as if given or
taken by separate Holders of each such different part.

               (g) Without  limiting the generality of the foregoing,  a Holder,
including DTC that is the Holder of a Global Note, may make,  give or take, by a
proxy or proxies duly appointed in writing, any request, demand,  authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders,  and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the  beneficial  owners of  interests in any
such Global Note through such Depository's  standing  instructions and customary
practices.

               (h)  The  Issuer  may  fix a  record  date  for  the  purpose  of
determining  the Persons who are  beneficial  owners of  interests in any Global
Note held by DTC entitled under the procedures of such  Depository to make, give
or take, by a proxy or proxies duly appointed in writing,  any request,  demand,
authorization,  direction,  notice,  consent, waiver or other action provided in
this Indenture to be made,  given or taken by Holders.  If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such  Persons,  shall be entitled to make,  give or take such  request,
demand,  authorization,  direction,  notice,  consent,  waiver or other  action,
whether or not such  Holders  remain  Holders  after such record  date.  No such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action  shall be valid or  effective  if made,  given or taken more than 90 days
after such record date.

Section 1.05    Legal Holiday.
                -------------

                In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or the Note Purchase
Agreement) payment of interest or principal (and premium and any other amounts,
if any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date or Stated Maturity, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, if payment is made
on such next succeeding Business Day.


                                       26
<PAGE>

                                   ARTICLE 2

                                   THE NOTES

Section 2.01      Form and Dating; Terms.
                  ----------------------

               (a)  General.   The  Notes  and  the  Trustee's   certificate  of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have  notations,  legends or  endorsements  required by law,  stock exchange
rules or usage.  Each Note  shall be dated the date of its  authentication.  The
Notes shall be in denominations of $2,000 and integral multiples of $1,000.

               (b)  Global   Notes.   Notes  issued  in  global  form  shall  be
substantially  in the form of Exhibit A attached  hereto  (including  the Global
Note Legend  thereon and the  "Schedule  of Exchanges of Interests in the Global
Note" attached thereto).  Notes issued in definitive form shall be substantially
in the form of Exhibit A attached  hereto  (but  without  the Global Note Legend
thereon and without the  "Schedule of Exchanges of Interests in the Global Note"
attached  thereto).  Each Global Note shall  represent  such of the  outstanding
Notes as shall be  specified  in the  "Schedule of Exchanges of Interests in the
Global Note" attached  thereto and each shall provide that it shall represent up
to the aggregate  principal  amount of Notes from time to time endorsed  thereon
and that the aggregate principal amount of outstanding Notes represented thereby
may from  time to time be  reduced  or  increased,  as  applicable,  to  reflect
exchanges  and  redemptions.  Any  endorsement  of a Global  Note to reflect the
amount  of any  increase  or  decrease  in the  aggregate  principal  amount  of
outstanding  Notes  represented  thereby  shall  be made by the  Trustee  or the
Custodian,  at the  direction of the Trustee,  in accordance  with  instructions
given by the Holder thereof as required by Section 2.06 hereof.

               (c) [Reserved]

               (d) Terms.  The aggregate  principal  amount of Notes that may be
authenticated and delivered under this Indenture may not exceed $500,000,000.00,
except as provided in Section 2.07 hereof.

               The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

               The Notes shall be subject to repurchase by the Issuer
pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change
of Control Offer as provided in Section 4.09 hereof. The Notes shall not be
redeemable, other than as provided in Article 3.

               (e) Euroclear and  Clearstream  Procedures  Applicable.  The
provisions of the "Operating  Procedures of the Euroclear System" and "Terms and
Conditions  Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream  Banking" and "Customer Handbook" of Clearstream shall be applicable
to transfers of beneficial  interests in the  Regulation S Global Notes that are
held by Participants through Euroclear or Clearstream.

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

               At least one  Officer  shall  execute  the Notes on behalf of the
Issuer by manual or facsimile signature.


                                       27
<PAGE>

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

               A Note shall not be entitled to any benefit under this  Indenture
or be valid or obligatory for any purpose until  authenticated  substantially in
the form of  Exhibit  A  attached  hereto,  as the case  may be,  by the  manual
signature of the Trustee.  The signature  shall be conclusive  evidence that the
Note has been duly authenticated and delivered under this Indenture.

               On the Issue Date, the Trustee  shall,  upon receipt of an Issuer
Order (an "Authentication Order"), authenticate and deliver the Notes.

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

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

               The Issuer shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Issuer shall ensure that at all times at least one Paying Agent shall be located
in a Member State of the European Union (if any) that will not require
withholding or deduction of tax pursuant to European Council Directive
2003/48/EC on the taxation of savings income or any law implementing or
complying with, or introduced in order to conform to, such European Council
Directive. The Registrar shall keep a register of the Notes ("Note Register")
and of their transfer and exchange. The Issuer may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Issuer may change any Paying Agent or Registrar without prior
notice to any Holder. The Issuer shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Issuer fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent
or Registrar.

               The Issuer  initially  appoints The Depository  Trust Company
("DTC") to act as Depository with respect to the Global Notes.

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

               In addition, the Issuer initially appoints the Trustee (acting
through its London branch) to act as the UK Paying Agent for the Notes.

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

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


                                       28
<PAGE>

benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Issuer, the Trustee may serve as
Paying Agent for the Notes.

Section 2.05   Holder Lists.
               ------------

               The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of Notes.

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

               (a) Transfer and  Exchange of Global  Notes.  Except as otherwise
set forth in this Section 2.06, a Global Note may be  transferred,  in whole and
not in  part,  only to  another  nominee  of the  Depository  or to a  successor
Depository or a nominee of such successor Depository. A beneficial interest in a
Global Note may not be exchanged for a Definitive Note unless (i) the Depository
(x) notifies the Issuer that it is unwilling or unable to continue as Depository
for such Global Note or (y) has ceased to be a clearing agency  registered under
the Exchange Act and, in either case, a successor Depository is not appointed by
the Issuer within 120 days, (ii) the Issuer, at its option, notifies the Trustee
in writing that it elects to cause the issuance of the Definitive Notes or (iii)
there shall have  occurred and be  continuing a Default or Event of Default with
respect to the Notes.  Upon the  occurrence  of any of the  preceding  events in
subsection (i), (ii) or (iii) above,  Definitive Notes delivered in exchange for
any Global Note or beneficial interests therein will be registered in the names,
and  issued  in any  approved  denominations,  requested  by or on behalf of the
Depository (in accordance with its customary procedures).  Global Notes also may
be exchanged or replaced,  in whole or in part, as provided in Sections 2.07 and
2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu
of, a Global  Note or any portion  thereof,  pursuant  to this  Section  2.06 or
Section 2.07 or 2.10 hereof,  shall be  authenticated  and delivered in the form
of, and shall be, a Global Note,  except for Definitive Notes issued  subsequent
to any of the  preceding  events  in  subsection  (i),  (ii) or (iii)  above and
pursuant  to Section  2.06(c)  hereof.  A Global Note may not be  exchanged  for
another Note other than as provided in this Section 2.06(a); provided,  however,
that  beneficial  interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c) hereof.

               (b) Transfer and Exchange of  Beneficial  Interests in the Global
Notes.  The transfer and  exchange of  beneficial  interests in the Global Notes
shall be effected  through the Depository,  in accordance with the provisions of
this  Indenture  and the  Applicable  Procedures.  Beneficial  interests  in the
Restricted Global Notes shall be subject to restrictions on transfer  comparable
to those  set  forth  herein  to the  extent  required  by the  Securities  Act.
Transfers  of  beneficial  interests  in the Global  Notes  also  shall  require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                    (i)  Transfer  of  Beneficial  Interests  in the Same Global
     Note. Beneficial interests in any Restricted Global Note may be transferred
     to Persons who take delivery  thereof in the form of a beneficial  interest
     in the  same  Restricted  Global  Note  in  accordance  with  the  transfer
     restrictions set forth in the Private  Placement  Legend. No written orders
     or  instructions  shall be required to be  delivered  to the  Registrar  to
     effect the transfers  described in this Section  2.06(b)(i);  except to the
     extent the customary  procedures of the Registrar  require any such written
     instrument in connection with such transfer.


                                       29
<PAGE>


                    (ii)  All  Other   Transfers  and  Exchanges  of  Beneficial
     Interests in Global Notes.  In connection  with all transfers and exchanges
     of beneficial  interests that are not subject to Section 2.06(b)(i) hereof,
     the  transferor of such  beneficial  interest must deliver to the Registrar
     either  (A)  (1)  a  written  order  from  a  Participant  or  an  Indirect
     Participant  given to the  Depository  in  accordance  with the  Applicable
     Procedures  directing  the  Depository  to credit or cause to be credited a
     beneficial  interest  in  another  Global  Note in an  amount  equal to the
     beneficial  interest to be  transferred  or exchanged and (2)  instructions
     given in accordance with the Applicable Procedures  containing  information
     regarding the Participant  account to be credited with such increase or (B)
     (1) a written order from a Participant or an Indirect  Participant given to
     the Depository in accordance with the Applicable  Procedures  directing the
     Depository  to cause to be issued a  Definitive  Note in an amount equal to
     the beneficial interest to be transferred or exchanged and (2) instructions
     given by the Depository to the Registrar containing  information  regarding
     the Person in whose name such Definitive Note shall be registered to effect
     the transfer or exchange referred to in (1) above. Upon satisfaction of all
     of the  requirements  for transfer or exchange of  beneficial  interests in
     Global  Notes  contained  in this  Indenture  and the  Notes  or  otherwise
     applicable under the Securities Act, the Trustee shall adjust the principal
     amount of the relevant  Global Note(s)  pursuant to Section 2.06(g) hereof.

                    (iii) Transfer of Beneficial Interests to Another Restricted
     Global  Note. A beneficial  interest in any  Restricted  Global Note may be
     transferred  to a  Person  who  takes  delivery  thereof  in the  form of a
     beneficial  interest  in another  Restricted  Global  Note if the  transfer
     complies  with the  requirements  of  Section  2.06(b)(ii)  hereof  and the
     Registrar receives the following:

                         (A) if the transferee will take delivery in the form of
          a  beneficial  interest in the 144A Global Note,  then the  transferor
          must deliver a certificate in the form of Exhibit B hereto,  including
          the certifications in item (1) thereof; or

                         (B) if the transferee will take delivery in the form of
          a  beneficial  interest  in the  Regulation  S Global  Note,  then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof.

                    (iv)  Transfer  and  Exchange of  Beneficial  Interests in a
     Restricted Global Note for Beneficial  Interests in an Unrestricted  Global
     Note. A beneficial  interest in any Restricted Global Note may be exchanged
     by any holder thereof for a beneficial  interest in an Unrestricted  Global
     Note or transferred to a Person who takes delivery thereof in the form of a
     beneficial  interest in an  Unrestricted  Global  Note,  if the exchange or
     transfer complies with the requirements of Section  2.06(b)(ii)  hereof and
     the Registrar receives the following:

                    (A)  if  the  holder  of  such  beneficial   interest  in  a
     Restricted Global Note proposes to exchange such beneficial  interest for a
     beneficial  interest in an Unrestricted  Global Note of the same series,  a
     certificate from such Holder substantially in the form of Exhibit C hereto,
     including the certifications in item (1)(a) thereof; or

                    (B)  if  the  holder  of  such  beneficial   interest  in  a
     Restricted  Global Note proposes to transfer such beneficial  interest to a
     Person who shall take delivery thereof in the form of a beneficial interest
     in an Unrestricted  Global Note of the same series, a certificate from such
     holder in the form of Exhibit B hereto,  including  the  certifications  in
     item (4) thereof;


                                       30
<PAGE>

     and, in each such case set forth in this  subclause  (iv), if the Registrar
     so  requests or if the  Applicable  Procedures  so  require,  an Opinion of
     Counsel in form  reasonably  acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer  contained herein and in the Private Placement
     Legend are no longer  required  in order to  maintain  compliance  with the
     Securities Act.

                  If any such transfer is effected pursuant to this subsection
(iv) at a time when an Unrestricted Global Note has not yet been issued, the
Issuer shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to this
subsection (iv).

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)  Transfer  or  Exchange  of  Beneficial   Interests  for
               Definitive Notes.

                    (i)  Beneficial  Interests  in  Restricted  Global  Notes to
     Restricted  Definitive  Notes. If any holder of a beneficial  interest in a
     Restricted Global Note proposes to exchange such beneficial  interest for a
     Restricted  Definitive  Note or to transfer such  beneficial  interest to a
     Person who takes  delivery  thereof in the form of a Restricted  Definitive
     Note,  then, upon the occurrence of any of the events in clause (i) or (ii)
     of Section  2.06(a)  hereof and receipt by the  Registrar of the  following
     documentation:

                         (A) if the  holder  of such  beneficial  interest  in a
          Restricted  Global Note proposes to exchange such beneficial  interest
          for a  Restricted  Definitive  Note,  a  certificate  from such holder
          substantially  in  the  form  of  Exhibit  C  hereto,   including  the
          certifications in item (2)(a) thereof;

                         (B) if such beneficial interest is being transferred to
          a QIB in accordance with Rule 144A, a certificate substantially in the
          form of Exhibit B hereto,  including  the  certifications  in item (1)
          thereof;

                         (C) if such beneficial interest is being transferred to
          a Non-U.S.  Person in an offshore  transaction in accordance with Rule
          903 or Rule 904, a certificate  substantially in the form of Exhibit B
          hereto, including the certifications in item (2) thereof;

                         (D) if such  beneficial  interest is being  transferred
          pursuant to an exemption  from the  registration  requirements  of the
          Securities   Act  in   accordance   with  Rule  144,   a   certificate
          substantially  in  the  form  of  Exhibit  B  hereto,   including  the
          certifications in item (3)(a) thereof; or

                         (E) if such beneficial interest is being transferred to
          the  Issuer,  or  any  Guarantor  or  any  of  their  Subsidiaries,  a
          certificate  substantially in the form of Exhibit B hereto,  including
          the certifications in item (3)(b) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the
Issuer shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the applicable
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be

                                       31
<PAGE>

registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depository and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

               (ii) [Reserved].

               (iii)  Beneficial   Interests  in  Restricted   Global  Notes  to
          Unrestricted  Definitive Notes. A holder of a beneficial interest in a
          Restricted  Global Note may exchange such  beneficial  interest for an
          Unrestricted  Definitive Note or may transfer such beneficial interest
          to a Person who takes delivery  thereof in the form of an Unrestricted
          Definitive  Note  only  upon the  occurrence  of any of the  events in
          subsection (i) or (ii) of Section  2.06(a) hereof and if the Registrar
          receives the following:

                    (A)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted  Global  Note  proposes to  exchange  such  beneficial
               interest for an Unrestricted  Definitive Note, a certificate from
               such  holder  substantially  in the  form of  Exhibit  C  hereto,
               including the certifications in item (1)(b) thereof; or

                    (B)  if  the  holder  of  such  beneficial   interest  in  a
               Restricted  Global  Note  proposes to  transfer  such  beneficial
               interest to a Person who shall take delivery  thereof in the form
               of an  Unrestricted  Definitive  Note,  a  certificate  from such
               holder  substantially in the form of Exhibit B hereto,  including
               the certifications in item (4) thereof;

         and, in each such case set forth in this subsection (iii), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                    (iv) Beneficial  Interests in  Unrestricted  Global Notes to
          Unrestricted  Definitive Notes. If any holder of a beneficial interest
          in an  Unrestricted  Global Note proposes to exchange such  beneficial
          interest for a Definitive Note or to transfer such beneficial interest
          to a Person who takes  delivery  thereof  in the form of a  Definitive
          Note, then, upon the occurrence of any of the events in subsection (i)
          or (ii) of Section  2.06(a) hereof and  satisfaction of the conditions
          set forth in Section  2.06(b)(ii)  hereof, the Trustee shall cause the
          aggregate principal amount of the applicable Global Note to be reduced
          accordingly  pursuant to Section 2.06(g) hereof,  and the Issuer shall
          execute  and the  Trustee  shall  authenticate  and mail to the Person
          designated in the  instructions  a Definitive  Note in the  applicable
          principal  amount.  Any  Definitive  Note  issued  in  exchange  for a
          beneficial  interest  pursuant to this  Section  2.06(c)(iv)  shall be
          registered in such name or names and in such  authorized  denomination
          or  denominations  as the  holder of such  beneficial  interest  shall
          instruct  the  Registrar  through  instructions  from or  through  the
          Depositary and the  Participant or Indirect  Participant.  The Trustee
          shall mail such  Definitive  Notes to the  Persons in whose names such
          Notes are so registered.  Any Definitive Note issued in exchange for a
          beneficial  interest  pursuant to this Section  2.06(c)(iv)  shall not
          bear the Private Placement Legend.

                                       32
<PAGE>

          (d)  Transfer  and  Exchange  of  Definitive   Notes  for   Beneficial
     Interests.

               (i)  Restricted  Definitive  Notes  to  Beneficial  Interests  in
     Restricted  Global  Notes.  If any Holder of a Restricted  Definitive  Note
     proposes to exchange  such Note for a  beneficial  interest in a Restricted
     Global Note or to transfer such Restricted  Definitive Note to a Person who
     takes delivery thereof in the form of a beneficial interest in a Restricted
     Global  Note,  then,  upon  receipt  by  the  Registrar  of  the  following
     documentation:

                    (A)  if  the  Holder  of  such  Restricted  Definitive  Note
     proposes to exchange  such Note for a  beneficial  interest in a Restricted
     Global Note, a certificate  from such Holder  substantially  in the form of
     Exhibit C hereto, including the certifications in item (2)(b) thereof;

                    (B) if such Restricted  Definitive Note is being transferred
     to a QIB in accordance with Rule 144A, a certificate  substantially  in the
     form of Exhibit B hereto, including the certifications in item (1) thereof;

                    (C) if such Restricted  Definitive Note is being transferred
     to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
     or Rule 904, a certificate  substantially  in the form of Exhibit B hereto,
     including the certifications in item (2) thereof;

                    (D) if such Restricted  Definitive Note is being transferred
     pursuant  to  an  exemption  from  the  registration  requirements  of  the
     Securities Act in accordance with Rule 144, a certificate  substantially in
     the form of Exhibit B hereto,  including the  certifications in item (3)(a)
     thereof; or

                    (E) if such Restricted  Definitive Note is being transferred
     to the Issuer or any Guarantor or any of their Subsidiaries,  a certificate
     substantially in the form of Exhibit B hereto, including the certifications
     in item (3)(b) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the applicable Restricted Global Note, in the case of clause (B) above, the
applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.

               (ii)  Restricted  Definitive  Notes to  Beneficial  Interests  in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial  interest in an Unrestricted  Global Note or transfer
such Restricted  Definitive  Note to a Person who takes delivery  thereof in the
form  of a  beneficial  interest  in an  Unrestricted  Global  Note  only if the
Registrar receives the following:

                    (A) if the  Holder  of such  Definitive  Notes  proposes  to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder  substantially in the
               form of Exhibit C hereto,  including the  certifications  in item
               (1)(c) thereof; or

                    (B) if the  Holder  of such  Definitive  Notes  proposes  to
               transfer such Notes to a Person who shall take  delivery  thereof
               in the form of a beneficial  interest in the Unrestricted  Global
               Note, a certificate from such Holder substantially in the form of
               Exhibit  B  hereto,  including  the  certifications  in item  (4)
               thereof;

                                       33
<PAGE>

         and, in each such case set forth in this subclause (ii), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

                    (iii) Unrestricted  Definitive Notes to Beneficial Interests
in Unrestricted  Global Notes. A Holder of an  Unrestricted  Definitive Note may
exchange such Note for a beneficial  interest in an Unrestricted  Global Note or
transfer such  Definitive  Notes to a Person who takes  delivery  thereof in the
form of a beneficial  interest in an Unrestricted  Global Note at any time. Upon
receipt of a request for such an exchange or transfer,  the Trustee shall cancel
the  applicable  Unrestricted  Definitive  Note  and  increase  or  cause  to be
increased  the  aggregate  principal  amount of one of the  Unrestricted  Global
Notes.

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subsection (ii)(A), (ii)(B) or (iii)
of this Section 2.06(d) at a time when an Unrestricted Global Note has not yet
been issued, the Issuer shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

                    (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section  2.06(e),  the Registrar  shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange,  the requesting  Holder shall present or surrender to the Registrar
the Definitive  Notes duly endorsed or  accompanied by a written  instruction of
transfer in form  satisfactory  to the Registrar duly executed by such Holder or
by its attorney,  duly authorized in writing. In addition, the requesting Holder
shall  provide any  additional  certifications,  documents and  information,  as
applicable,  required  pursuant  to the  following  provisions  of this  Section
2.06(e):

                         (i)   Restricted   Definitive   Notes   to   Restricted
          Definitive Notes. Any Restricted Definitive Note may be transferred to
          and registered in the name of Persons who take delivery thereof in the
          form of a Restricted  Definitive  Note if the  Registrar  receives the
          following:

                                 (A) if the transfer  will be made  pursuant to
                    a QIB in accordance with Rule 144A, then the transferor must
                    deliver a certificate substantially in the form of Exhibit B
                    hereto, including the certifications in item (1) thereof;

                                 (B) if the transfer  will be made  pursuant to
                    Rule  903 or Rule 904 then the  transferor  must  deliver  a
                    certificate  in the form of Exhibit B hereto,  including the
                    certifications in item (2) thereof; or

                                 (C) if the transfer  will be made pursuant to
                    any other  exemption from the  registration  requirements of
                    the  Securities  Act,  then the  transferor  must  deliver a
                    certificate  in the form of Exhibit B hereto,  including the
                    certifications required by item (3) thereof, if applicable.

                         (ii)  Restricted   Definitive   Notes  to  Unrestricted
          Definitive  Notes. Any Restricted  Definitive Note may be exchanged by

                                       34
<PAGE>

          the Holder thereof for an Unrestricted  Definitive Note or transferred
          to a Person or  Persons  who take  delivery  thereof in the form of an
          Unrestricted Definitive Note if the Registrar receives the following:

                                 (A) if the Holder of such Restricted
          Definitive  Notes proposes to exchange such Notes for an  Unrestricted
          Definitive Note, a certificate  from such Holder  substantially in the
          form of Exhibit C hereto,  including the certifications in item (1)(d)
          thereof; or

                                 (B) if the Holder of such Restricted Definitive
          Notes  proposes  to  transfer  such  Notes to a Person  who shall take
          delivery  thereof in the form of an  Unrestricted  Definitive  Note, a
          certificate  from such Holder  substantially  in the form of Exhibit B
          hereto, including the certifications in item (4) thereof;

     and, in each such case set forth in this subsection  (ii), if the Registrar
     so requests,  an Opinion of Counsel in form  reasonably  acceptable  to the
     Registrar  to the effect that such  exchange  or transfer is in  compliance
     with the Securities  Act and that the  restrictions  on transfer  contained
     herein and in the Private  Placement Legend are no longer required in order
     to maintain compliance with the Securities Act.

                    (iii)   Unrestricted   Definitive   Notes  to   Unrestricted
     Definitive  Notes. A Holder of Unrestricted  Definitive  Notes may transfer
     such  Notes  to a  Person  who  takes  delivery  thereof  in the form of an
     Unrestricted  Definitive Note. Upon receipt of a request to register such a
     transfer,  the Registrar shall register the  Unrestricted  Definitive Notes
     pursuant to the instructions from the Holder thereof.

          (f) Legends.  The  following  legends  shall appear on the face of all
Global  Notes  and  Definitive   Notes  issued  under  this   Indenture   unless
specifically stated otherwise in the applicable provisions of this Indenture:

               (i)  Private  Placement   Legend.   Each  Global  Note  and  each
     Definitive Note (and all Notes issued in exchange  therefor or substitution
     thereof) shall bear the legend in substantially the following form:

          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 HEREBY
          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) IN 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

                                       35
<PAGE>

          IN ACCORDANCE  WITH RULE 904 UNDER THE SECURITIES  ACT, (III) PURSUANT
          TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
          RULE 144  THEREUNDER  (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.

               (ii) Global Note Legend.  Each Global Note shall bear a legend in
     substantially the following form:

          THIS  GLOBAL  NOTE  IS  HELD  BY THE  DEPOSITORY  (AS  DEFINED  IN THE
          INDENTURE  GOVERNING  THIS NOTE) OR ITS  NOMINEE  IN  CUSTODY  FOR THE
          BENEFIT OF THE BENEFICIAL  OWNERS HEREOF,  AND IS NOT  TRANSFERABLE TO
          ANY PERSON  UNDER ANY  CIRCUMSTANCES  EXCEPT  THAT (I) THE TRUSTEE MAY
          MAKE SUCH  NOTATIONS  HEREON AS MAY BE  REQUIRED  PURSUANT  TO SECTION
          2.06(g) OF THE  INDENTURE,  (II) THIS GLOBAL NOTE MAY BE  EXCHANGED IN
          WHOLE BUT NOT IN PART  PURSUANT TO SECTION  2.06(a) OF THE  INDENTURE,
          (III)  THIS  GLOBAL  NOTE  MAY  BE   DELIVERED   TO  THE  TRUSTEE  FOR
          CANCELLATION  PURSUANT TO SECTION 2.11 OF THE  INDENTURE AND (IV) THIS
          GLOBAL  NOTE MAY BE  TRANSFERRED  TO A SUCCESSOR  DEPOSITORY  WITH THE
          PRIOR WRITTEN CONSENT OF THE ISSUER.  UNLESS AND UNTIL IT IS EXCHANGED
          IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
          TRANSFERRED  EXCEPT AS A WHOLE BY THE  DEPOSITORY  TO A NOMINEE OF THE
          DEPOSITORY  OR BY A NOMINEE OF THE  DEPOSITORY  TO THE  DEPOSITORY  OR
          ANOTHER  NOMINEE OF THE  DEPOSITORY  OR BY THE  DEPOSITORY OR ANY SUCH
          NOMINEE  TO A  SUCCESSOR  DEPOSITORY  OR A NOMINEE  OF SUCH  SUCCESSOR
          DEPOSITORY.  UNLESS THIS  CERTIFICATE  IS PRESENTED  BY AN  AUTHORIZED
          REPRESENTATIVE  OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,  NEW
          YORK, NEW YORK) ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
          TRANSFER,   EXCHANGE  OR  PAYMENT,   AND  ANY  CERTIFICATE  ISSUED  IS
          REGISTERED  IN THE  NAME OF CEDE & CO.  OR SUCH  OTHER  NAME AS MAY BE
          REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS
          MADE TO CEDE & CO.  OR SUCH  OTHER  ENTITY AS MAY BE  REQUESTED  BY AN
          AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
          AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          (g)  Cancellation  and/or  Adjustment of Global Notes. At such time as
all  beneficial  interests in a particular  Global Note have been  exchanged for
Definitive Notes or a particular  Global Note has been redeemed,  repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At

                                       36
<PAGE>

any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or  transferred  to a Person who will take delivery  thereof in
the form of a  beneficial  interest  in another  Global  Note or for  Definitive
Notes,  the principal  amount of Notes  represented by such Global Note shall be
reduced  accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the  Depository  at the  direction  of the Trustee to reflect such
reduction;  and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial  interest
in another  Global Note,  such other Global Note shall be increased  accordingly
and an  endorsement  shall be made on such  Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

               (i) To permit  registrations  of  transfers  and  exchanges,  the
     Issuer shall  execute and the Trustee shall  authenticate  Global Notes and
     Definitive Notes upon receipt of an Authentication Order in accordance with
     Section 2.02 hereof or at the Registrar's request.

               (ii) No service  charge shall be made to a holder of a beneficial
     interest  in a Global  Note or to a  Holder  of a  Definitive  Note for any
     registration of transfer or exchange, but the Issuer may require payment of
     a sum sufficient to cover any transfer tax or similar  governmental  charge
     payable in  connection  therewith  (other than any such  transfer  taxes or
     similar  governmental  charge payable upon exchange or transfer pursuant to
     Sections 2.07, 2.10, 3.06, 3.10, 4.09, 4.10 and 9.04 hereof).

               (iii)  Neither the  Registrar nor the Issuer shall be required to
     register the transfer of or exchange any Note  selected for  redemption  in
     whole or in part, except the unredeemed  portion of any Note being redeemed
     in part.

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

               (v) The Issuer  shall not be required  (A) to issue,  to register
     the transfer of or to exchange  any Notes during a period  beginning at the
     opening of business 15 days  before the day of any  selection  of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of  selection,  (B) to register  the transfer of or to exchange any
     Note so selected for redemption in whole or in part,  except the unredeemed
     portion of any Note being  redeemed in part or (C) to register the transfer
     of or to  exchange  a Note  between a Record  Date and the next  succeeding
     Interest Payment Date.

               (vi) Prior to due presentment for the  registration of a transfer
     of any Note,  the Trustee,  any Agent and the Issuer may deem and treat the
     Person in whose name any Note is registered  as the absolute  owner of such
     Note for the purpose of receiving payment of principal of (and premium,  if
     any) and interest on such Notes and for all other purposes, and none of the
     Trustee,  any  Agent or the  Issuer  shall be  affected  by  notice  to the
     contrary.

               (vii) Upon surrender for  registration of transfer of any Note at
     the  office or agency of the Issuer  designated  pursuant  to Section  4.13
     hereof,  the Issuer shall execute,  and the Trustee shall  authenticate and
     deliver,  in the name of the designated  transferee or transferees,  one or
     more replacement Notes of any authorized denomination or denominations of a
     like aggregate principal amount.

                                       37
<PAGE>

               (viii) At the option of the Holder,  Notes may be  exchanged  for
     other  Notes of any  authorized  denomination  or  denominations  of a like
     aggregate  principal  amount upon surrender of the Notes to be exchanged at
     such office or agency. Whenever any Global Notes or Definitive Notes are so
     surrendered for exchange,  the Issuer shall execute,  and the Trustee shall
     authenticate and deliver, the replacement Global Notes and Definitive Notes
     which the Holder making the exchange is entitled to in accordance  with the
     provisions of Section 2.02 hereof.

               (ix) All  certifications,  certificates  and  Opinions of Counsel
     required to be submitted to the Registrar  pursuant to this Section 2.06 to
     effect  a  registration  of  transfer  or  exchange  may  be  submitted  by
     facsimile.

               (x) 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  Depository  participants  or  beneficial  owners of interests in any
     Definitive  Note or 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 2.07      Replacement Notes.
                  -----------------

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

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

                  In case any such mutilated, destroyed, lost or wrongfully
taken Note has become or is about to become due and payable, the Issuer in its
discretion may, instead of issuing a new Note, pay such a Note.

Section 2.08      Outstanding Notes.
                  -----------------

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section 2.08 as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note.

                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                                       38
<PAGE>

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

Section 2.09      Treasury Notes.
                  --------------

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuer, or by any Affiliate of the Issuer, shall be considered as though
not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to deliver any such direction, waiver or consent with respect to
the Notes and that the pledgee is not the Issuer or any obligor upon the Notes
or any Affiliate of the Issuer or of such other obligor.

Section 2.10      Temporary Notes.
                  ---------------

                  Until certificates representing Notes are ready for delivery,
the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

                  Holders and Beneficial Owners, as the case may be, of
temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial owners, respectively, of Notes under this Indenture.

Section 2.11      Cancellation.
                  ------------

                  The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee or the Registrar or the Paying Agent and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such cancelled Notes in accordance with its
customary procedures (subject to the record retention requirement of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be
delivered to the Issuer. The Issuer may not issue new Notes to replace Notes
that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12      Defaulted Interest.
                  ------------------

                  If an Event of Default has occurred and is continuing, the
Issuer shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 6.03 hereof. The Issuer shall notify the Trustee in
an Officer's Certificate of the amount of defaulted interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the
Issuer shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of

                                       39
<PAGE>

the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such defaulted interest as provided in this
Section 2.12. The Trustee shall fix or cause to be fixed each such special
record date and payment date; provided that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest.
The Trustee shall promptly notify the Issuer of such special record date. At
least 15 days before the special record date, the Issuer (or, upon the written
request of the Issuer, the Trustee in the name and at the expense of the Issuer)
shall deliver or cause to be delivered, to each Holder a notice at his or her
address as it appears in the Note Register that states the special record date,
the related payment date and the amount of such interest to be paid.

                  Subject to the foregoing provisions of this Section 2.12 and
for greater certainty, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note
shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.

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

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

Section 2.14      Tax.
                  ---

                 (a) Withholding.
                     -----------

                  All payments under or in respect of the Notes by any Obligor
shall be made without withholding or deduction for or on account of any present
or future Taxes of whatever nature imposed, levied or assessed by or on behalf
of any Taxing Jurisdiction or any other jurisdiction (or any political
subdivision thereof or any authority thereof or therein having the power to tax)
from or through which payments are made, unless such withholding or deduction is
required by law. In such event, the Obligor shall pay such additional amounts
("Additional Amounts") as shall be necessary in order that the net amounts
received by the Holders and beneficial owners of the Notes after such
withholding or deduction shall equal the respective amounts which would
otherwise have been receivable in respect of the Notes in the absence of such
withholding or deduction; except that no such Additional Amounts shall be
payable with respect to a payment made to a Holder or beneficial owner of a
Note:

                    (i) to the  extent  that such  Taxes  would not have been so
          imposed,  levied or assessed but for the existence of some  connection
          between  such Holder or  beneficial  owner of such Note and the Taxing
          Jurisdiction  imposing  such Taxes other than the mere holding of such
          Note; or

                    (ii) to the extent  that such  Taxes  would not have been so
          imposed,  levied or  assessed  but for the  failure  of the  Holder or
          beneficial  owner of such Note to make a declaration of  non-residence
          or any other claim or filing for  exemption  to which it is entitled ;
          or

                    (iii) presented for payment more than 10 days after the date
          on which  such  payment  became  due and  payable or the date on which
          payment  of the  Note is duly  provided  for and  notice  is  given to
          Holders,  whichever occurs later, except to the extent that the Holder

                                       40
<PAGE>

          or  beneficial  owner of such Note  would have been  entitled  to such
          Additional  Amounts on  presenting  such Note on any date  during such
          10-day period; or

                    (iv) where such  withholding  or  deduction  is imposed on a
          payment to or for an individual and is required to be made pursuant to
          Council  Directive  2003/48/EC  or any law  implementing  or complying
          with, or introduced in order to conform to, such Directive; or

                    (v)  presented  for payment by or on behalf of the Holder of
          such Note to any Paying Agent if such withholding or deduction of such
          Taxes  could  have been  avoided  by  presenting  such Note to another
          Paying Agent in a member state of the European Union; or

                    (vi) any combination of clauses (i) through (v) above,
         save that none of the exceptions listed above in clauses (i) through
         (vi) shall apply in any case where the relevant withholding or
         deduction of Taxes is required as a result of a breach by the Issuer of
         any of its covenants in Section 4.16 hereof.

                  The Issuer shall make or cause to be made any applicable
withholding or deduction and remit the full amount deducted or withheld to the
relevant authority in accordance with applicable law. The Issuer will furnish to
the Holders, within 30 days after the date the payment of any Taxes deducted or
withheld is due pursuant to applicable law, certified copies of tax receipts
evidencing payment of such Taxes or, if such tax receipts are not reasonably
available to the Issuer, other documentation reasonably evidencing such payment
of such Taxes. Copies of such receipts or other documentation will be made
available to the Trustee or the Holders upon request.

                  Whenever in this Indenture there is mentioned, in any context,
the payment of principal, premium, if any, interest or of any other amount
payable under or with respect to any Note, such mention shall be deemed to
include mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

                  The foregoing obligations relating to Additional Amounts shall
survive any termination, defeasance or discharge of the Indenture.

                  (b) Tax indemnity.

                         (i) Except as provided  by  paragraph  (ii) below,  the
          Obligors  shall (within five  Business  Days of written  demand to the
          Issuer by any Holder)  indemnify a Holder of a Note  against any loss,
          liability  or cost which such Holder or the  beneficial  owner of such
          Notes has (directly or  indirectly)  suffered for or on account of Tax
          in respect of a Financing Document.

                         (ii)  Paragraph  (i) above shall not apply and no other
          provision in the  Financing  Documents  shall apply to  compensate  or
          otherwise indemnify a Holder or beneficial owner of a Note:

                                  (A) with  respect to any Tax assessed on such
               Holder or beneficial  owner under the laws of the jurisdiction or
               jurisdictions  in which:  (x) that Holder or beneficial  owner is
               incorporated   and,   if   different,    the   jurisdiction   (or
               jurisdictions)  in  which  that  Holder  or  beneficial  owner is
               treated  as  resident  for tax  purposes;  or (y) that  Holder or
               beneficial  owner is located in  respect of amounts  received  or
               receivable in that jurisdiction;

                                       41
<PAGE>

                                  (B) if that Tax is imposed on or  calculated
               by reference to the overall net income  received or receivable by
               that Holder or beneficial owner. Any sum deemed to be received or
               receivable,  including,  for the  avoidance of doubt,  any amount
               treated  as income  but not  actually  received  by the Holder or
               beneficial  owner  (such  as a  Tax  Deduction),  is  not  income
               received or receivable for this purpose; or

                                  (C) if and to the extent that a loss,
               liability  or cost is  compensated  for by an  increased  payment
               pursuant to Section 2.14(a) hereof.

                         (iii) A Holder  making,  or  intending to make, a claim
          under  paragraph (i) above shall promptly notify the Issuer in writing
          of the event which will give, or has given, rise to the claim.

                         (iv) A Holder  shall,  on  receiving a payment  from an
          Obligor under paragraph (i) above, notify the Trustee in writing.

                         (v)  Notwithstanding  the foregoing  provisions of this
          Section 2.14(b):

                                 (A) no Holder or  beneficial  owner of a Note
               shall be entitled to make any claim under this Section 2.14(b) in
               respect  of losses if such  Holder  does not notify the Issuer in
               writing  of its  intention  to  claim  pursuant  to this  Section
               2.14(b) within ninety days after the date on which such Holder or
               its  Parent  or any  of its  Subsidiaries  becomes  aware  of the
               relevant losses; and

                                 (B) no Holder or  beneficial  owner of a Note
               shall be  entitled  to make any claim  pursuant  to this  Section
               2.14(b) in respect  of any losses on any date  falling  after the
               discharge  of all  obligations  and  liabilities  of the Obligors
               hereunder and termination of this Agreement.

               The Obligors,  jointly and severally,  covenant to indemnify each
of the  Trustee  and any  Paying  Agent for,  and to hold each of them  harmless
against, any loss, liability or expense which either of them has suffered in its
capacity as Trustee or Paying Agent, as applicable, for or on account of any Tax
(including  any  stamp  duty)  arising  in  connection  with  the  Notes or this
Indenture,  except to the extent that any such loss, liability or expense is due
to the negligence or bad faith of the Trustee or Paying Agent.

               (c) Stamp Taxes.
                   -----------

               The Issuer shall pay and, within five Business Days of written
demand by any Holder, indemnify each Holder and beneficial owner of a Note
against any cost, loss or liability that Holder or beneficial owner of a Note
incurs in relation to any stamp duty, stamp duty reserve, documentary,
registration and any other similar Tax payable in connection with or in relation
to any Financing Document.

               (d) VAT.
                   ---

               (i) All fees and  other  consideration  expressed  to be  payable
          under a Financing  Document shall (except where  otherwise  agreed) be
          deemed to be exclusive of any VAT. If VAT is  chargeable on any supply
          made to any Person in connection  with or under a Financing  Document,
          that Person  shall pay (in  addition to and at the same time as paying
          the  consideration  for that  supply) an amount equal to the amount of
          the VAT, and provided that such Person has first been provided with an
          appropriate valid VAT invoice.

                                       42
<PAGE>


               (ii) Where a Financing  Document requires any Person to reimburse
          another  Person  for any costs or  expenses,  the Person  making  such
          reimbursement  shall also at the same time pay and indemnify the other
          Person against any VAT incurred in respect of the costs or expenses to
          the extent that the Person receiving the  reimbursement  determines in
          its sole discretion (acting  reasonably) that neither it nor any other
          member  of any  group  of which it is a  member  for VAT  purposes  is
          entitled to credit for or  repayment  of the VAT or an amount equal to
          the VAT.

               (iii) If VAT is  chargeable  on any  supply  made by any  Holder,
          beneficial  owner of a Note,  Agent or Trustee (the "Supplier") to any
          other  Holder,  beneficial  owner  of a Note,  Agent or  Trustee  (the
          "Recipient")  under  a  Financing  Document,  and  any  party  to this
          Indenture  (the  "Relevant  Party")  is  required  by the terms of any
          Financing  Document to pay an amount  equal to the  consideration  for
          such supply to the Supplier  (rather than being  required to reimburse
          the  Recipient  in respect of that  consideration),  such Person shall
          (except where otherwise  agreed) also pay to the Supplier (in addition
          to and at the same time as paying such  amount) an amount equal to the
          amount of such VAT. The  Recipient  will  promptly pay to the Relevant
          Party an amount equal to any credit or repayment from the relevant tax
          authority  (whether  such  credit  or  repayment  is  obtained  by the
          Recipient or any other member of any group of which it is a member for
          VAT  purposes)  which  it  reasonably  determines  relates  to the VAT
          chargeable on that supply.

                                   ARTICLE 3

                                   REDEMPTION

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

                  If the Issuer elects to redeem Notes pursuant to Section 3.07
hereof, it shall furnish to the Trustee, at least 15 days before notice of
redemption is required to be delivered or caused to be delivered to Holders
pursuant to Section 3.03 hereof but not more than 60 days before a redemption
date, an Officer's Certificate setting forth (a) the paragraph or subparagraph
of such Note and/or Section of this Indenture pursuant to which the redemption
shall occur, (b) the redemption date, (c) the principal amount of the Notes to
be redeemed and (d) the redemption price.

Section 3.02      Selection of Notes to Be Redeemed or Purchased.
                  ----------------------------------------------

                  If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased in accordance with applicable procedures of the Depository
and (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed or (b) on a pro rata basis or, to the extent that
selection on a pro rata basis is not practicable, by lot or by such other method
the Trustee considers fair and appropriate. In the event of partial redemption
or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.

                  The Trustee shall promptly notify the Issuer in writing of the
Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed
or purchased. Notes and portions of Notes selected shall be in amounts of $2,000
or whole multiples of $1,000; no Notes of less than $1,000 can be redeemed in
part, except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000, shall be redeemed or purchased. Except as provided in

                                       43
<PAGE>

the preceding sentence, provisions of this Indenture that apply to Notes called
for redemption or purchase also apply to portions of Notes called for redemption
or purchase.

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

                  Subject to Section 3.10 hereof, the Issuer shall deliver or
cause to be delivered by electronic transmission or by first-class mail notices
of redemption at least 30 days but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at such Holder's registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article
11 hereof.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is to be redeemed in part only, the portion of
the  principal  amount of that Note that is to be redeemed  and that,  after the
redemption  date upon  surrender  of such Note, a new Note or Notes in principal
amount equal to the  unredeemed  portion of the original Note  representing  the
same  indebtedness  to the extent not redeemed will be issued in the name of the
Holder of the Notes upon cancellation of the original Note;

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

                  (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                  (f) that, unless the Issuer defaults in making such redemption
payment,  interest on Notes called for redemption  ceases to accrue on and after
the redemption date;

                  (g) the paragraph or subparagraph of the Notes and/or Section
of this  Indenture  pursuant to which the Notes called for  redemption are being
redeemed; and

                  (h) that no representation is made as to the correctness or
accuracy of the CUSIP  number,  if any,  listed in such notice or printed on the
Notes.

                  At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense; provided that the Issuer
shall have delivered to the Trustee, at least 15 days before notice of
redemption is required to be delivered or caused to be delivered to Holders
pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer's Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
preceding paragraph.

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

                  Once notice of redemption is delivered in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. The notice, if delivered
in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give
such notice by electronic transmission or by mail or any defect in the notice to

                                       44
<PAGE>

the Holder of any Note designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other Note.
Subject to Section 3.05 hereof, on and after the redemption date, interest
ceases to accrue on Notes or portions of Notes called for redemption.

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

                  Prior to 10:00 a.m. (New York City time) on the redemption or
purchase date, the Issuer shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
and unpaid interest on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent shall promptly return to the Issuer any money
deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid
interest on, all Notes to be redeemed or purchased.

                  If the Issuer complies with the provisions of the preceding
paragraph, on and after the redemption or purchase date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption or purchase.
If a Note is redeemed or purchased on or after a Record Date but on or prior to
the related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note
was registered at the close of business on such Record Date. If any Note called
for redemption or purchase shall not be so paid upon surrender for redemption or
purchase because of the failure of the Issuer to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest accrued to the redemption or purchase date not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06      Notes Redeemed or Purchased in Part.
                  -----------------------------------

                  Upon surrender of a Note that is redeemed or purchased in
part, the Issuer shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate for the Holder at the expense of the Issuer a new Note
equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered representing the same indebtedness to the extent not redeemed or
purchased; provided that each new Note will be in a minimum principal amount of
$2,000 or an integral multiple of $1,000.

Section 3.07      Optional Redemption.
                  -------------------

                 (a) At any time prior to September 1, 2013, the Issuer may
redeem  all or part of the  Notes,  upon not less than 30 nor more than 60 days'
prior notice delivered electronically or by first-class mail, with a copy to the
Trustee,  to the  registered  address of each Holder or  otherwise  delivered in
accordance with the Applicable  Procedures,  at a redemption price equal to 100%
of the principal  amount of Notes  redeemed plus the  Applicable  Premium as of,
plus  accrued  and  unpaid  interest  thereon  to the  date of  redemption  (the
"Redemption  Date"),  subject to the right of Holders of record on the  relevant
Record Date to receive  interest due on the relevant  Interest Payment Date. The
Trustee shall not be responsible for determining the Applicable Premium.

                 (b)  Except  pursuant  to  clause  (a) of  this  Section  3.07
or pursuant to Section  3.09,  the Notes will not be  redeemable at the Issuer's
option prior to September 1, 2013.

                 (c) On and after  September  1,  2013,  the Issuer may redeem
the  Notes,  in whole or in part,  upon not less  than 30 nor more than 60 days'
prior notice delivered  electronically or by first-class mail,  postage prepaid,
with a copy to the  Trustee,  to each  Holder  of Notes at the  address  of such
Holder appearing in the security  register,  at the redemption prices (expressed
as percentages of principal amount of the Notes to be redeemed, plus accrued and
unpaid  interest  thereon to the  applicable  Redemption  Date) set forth below,

                                       45
<PAGE>

subject to the right of Holders of Notes of record on the  relevant  Record Date
to receive  interest  due on the relevant  Interest  Payment  Date,  if redeemed
during the  twelve-month  period  beginning  on September 1 of each of the years
indicated below:

                 Year                                        Percentage
                 ------------------------------------------  -----------
                 2013......................................  106.43750%
                 2014......................................  104.29167%
                 2015......................................  102.14583%
                 2016 and thereafter.......................  100.00000%


                  (d)......Any  redemption pursuant to this Section 3.07 shall
be made  pursuant to the  provisions  of Sections  3.01 through 3.06 hereof.  In
addition,  each  redemption  pursuant to this  Section  3.07 shall  relate to an
aggregate  principal amount of Notes of at least the lesser of (i) $5,000,000.00
and (ii) the remaining outstanding principal amount of the Notes.

Section 3.08      Early Redemption for Tax Reasons
                  --------------------------------

                  (a) The Notes may be redeemed at the option of the Issuer in
whole, but not in part, at any time upon not less than 30 nor more than 60 days'
prior notice delivered electronically or by first-class mail, with a copy to the
Trustee,  to the  registered  address of each Holder or  otherwise  delivered in
accordance with the Applicable Procedures, if:

                         (i) on the  occasion of the next  payment due under the
          Notes, the Issuer has or will become obliged to pay Additional Amounts
          as a result of any change in, or amendment to, the laws or regulations
          of  the  United  Kingdom  or  any  political  subdivision  of,  or any
          authority  in, or of, the United  Kingdom  having the power to tax, or
          any change in the official  application or official  interpretation of
          such laws or  regulations,  which change or amendment is announced and
          becomes effective on or after the Issue Date; and

                         (ii) such  obligation  cannot be  avoided by the Issuer
          taking  reasonable   measures   available  to  it,  including  without
          limitation, by the Issuer's compliance with the covenants contained in
          Section 4.16(a) hereof;

          provided that no such notice of redemption shall be given earlier than
          90 days prior to the earliest date on which the Issuer would be
          obliged to pay such Additional Amounts were a payment in respect of
          the Notes then due.

                  (b) Prior to the publication of any notice of redemption
pursuant  to this  Section  3.08,  the Issuer  shall  deliver to the  Trustee an
Officer's  Certificate  of the Issuer  stating  that the Issuer is  entitled  to
effect such  redemption  and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer so to redeem have occurred,  and
a customary opinion in a form satisfactory to the Trustee (and during any period
which is a Holding Period,  the Required  Holders) of independent legal advisers
of recognized  standing to the effect that the Issuer has or will become obliged
to pay such Additional  Amounts as a result of such change or amendment and that
the  Issuer  cannot  avoid the  payment  of such  Additional  Amounts  by taking
reasonably  measures  available  to it. The Trustee  shall be entitled to accept
such  certificate and opinion as sufficient  evidence of the satisfaction of the
conditions  precedent set out above in which event they shall be conclusive  and
binding on the Holders of Notes. The Obligors,  jointly and severally,  covenant
to  indemnify  each of the Trustee and any Paying Agent for, and to hold each of
them  harmless  against,  any loss,  liability  or expense  arising out of or in
connection  with  actions  taken or  omitted by any of them in  reliance  on any

                                       46
<PAGE>

Officer's Certificate  furnished pursuant to this Section,  except to the extent
that any such loss,  liability or expense is due to the  negligence or bad faith
of the Trustee or Paying Agent.

                  (c) Notes  redeemed  pursuant to this  Section  3.08 will be
redeemed at a redemption  price equal to 100% of the  principal  amount of Notes
redeemed plus accrued and unpaid interest thereon to the date of redemption.

Section 3.09      Mandatory Redemption.
                  --------------------

                  The Issuer shall not be required to make any mandatory
redemption or sinking fund payments with respect to the Notes.

Section 3.10      Offers to Repurchase by Application of Excess Proceeds.
                  ------------------------------------------------------

                  (a) In the event that,  pursuant to Section 4.10 hereof, the
Issuer  shall be required to commence an Asset Sale Offer,  it shall  follow the
procedures specified below.

                  (b) The Asset Sale Offer  shall  remain open for a period of
20 Business Days following its commencement and no longer,  except to the extent
that a longer  period is required by  applicable  law (the "Offer  Period").  No
later than five  Business  Days after the  termination  of the Offer Period (the
"Purchase  Date"),  the Issuer  shall  apply all  Excess  Proceeds  (the  "Offer
Amount") to the  purchase of Notes,  or, if less than the Offer  Amount has been
tendered,  all Notes  tendered in response to the Asset Sale Offer.  Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

                  (c) If the Purchase Date is on or after a Record Date and on
or before the related  Interest Payment Date, any accrued and unpaid interest up
to but excluding the Purchase Date,  shall be paid to the Person in whose name a
Note is  registered  at the  close  of  business  on such  Record  Date,  and no
additional interest shall be payable to Holders who tender Notes pursuant to the
Asset Sale Offer.

                  (d) Upon the commencement of an Asset Sale Offer, the Issuer
shall deliver  electronically  or by  first-class  mail, a notice to each of the
Holders,  with a copy to the Trustee.  The notice shall contain all instructions
and materials  necessary to enable such Holders to tender Notes  pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice,
which shall govern the terms of the Asset Sale Offer, shall state:

                         (i) that the Asset Sale Offer is being made pursuant to
          this  Section  3.10 and Section 4.10 hereof and the length of time the
          Asset Sale Offer shall remain open;

                         (ii) the  Offer  Amount,  the  purchase  price  and the
          Purchase Date;

                         (iii)  that any  Note  not  tendered  or  accepted  for
          payment shall continue to accrue interest;

                         (iv) that,  unless the Issuer  defaults  in making such
          payment,  any Note  accepted  for  payment  pursuant to the Asset Sale
          Offer shall cease to accrue interest after the Purchase Date;

                         (v)  that  Holders  electing  to have a Note  purchased
          pursuant to an Asset Sale Offer may elect to have Notes  purchased  in
          integral multiples of $1,000 only;

                                       47
<PAGE>

                         (vi) that  Holders  electing  to have a Note  purchased
          pursuant to any Asset Sale Offer shall be  required to  surrender  the
          Note,  with the form  entitled  "Option  of Holder to Elect  Purchase"
          attached to the Note completed, or transfer by book-entry transfer, to
          the Issuer,  the Depository,  if appointed by the Issuer,  or a Paying
          Agent at the  address  specified  in the  notice at least  three  days
          before the Purchase Date;

                         (vii) that Holders shall be entitled to withdraw  their
          election if the Issuer,  the  Depository or the Paying  Agent,  as the
          case may be,  receives,  not later  than the  expiration  of the Offer
          Period,  a facsimile  transmission or letter setting forth the name of
          the Holder,  the principal amount of the Note the Holder delivered for
          purchase and a statement that such Holder is withdrawing  his election
          to have such Note purchased;

                         (viii) that, if the aggregate principal amount of Notes
          surrendered  by the  Holders  thereof  exceeds the Offer  Amount,  the
          Trustee  shall  select the Notes to be  purchased  on a pro rata basis
          based on the accreted value or principal  amount of the Notes tendered
          (with such adjustments as may be deemed  appropriate by the Trustee so
          that only Notes in denominations of $2,000, or an integral multiple of
          $1,000, shall be purchased); and

                         (ix) that Holders  whose Notes were  purchased  only in
          part  shall be  issued  new  Notes  equal in  principal  amount to the
          unpurchased  portion  of the  Notes  surrendered  (or  transferred  by
          book-entry transfer)  representing the same indebtedness to the extent
          not repurchased.

                  (e) On or before the  Purchase  Date,  the Issuer  shall,  to
the extent  lawful,  (i) accept for  payment,  on a pro rata basis to the extent
necessary,  the  Offer  Amount of Notes or  portions  thereof  validly  tendered
pursuant  to the Asset  Sale  Offer,  or if less than the Offer  Amount has been
tendered,  all Notes  tendered  and (ii) deliver or cause to be delivered to the
Trustee the Notes  properly  accepted  together  with an  Officer's  Certificate
stating the aggregate principal amount of Notes or portions thereof so tendered.

                  (f) The Issuer,  the Depository or the Paying Agent,  as the
case may be, shall promptly mail or deliver to each  tendering  Holder an amount
equal to the purchase  price of the Notes  properly  tendered by such Holder and
accepted by the Issuer for purchase,  and the Issuer shall  promptly issue a new
Note,  and  the  Trustee,   upon  receipt  of  an  Authentication  Order,  shall
authenticate and mail or deliver (or cause to be transferred by book-entry) such
new Note to such Holder in a principal  amount equal to any unpurchased  portion
of the Note  surrendered  representing  the same  indebtedness to the extent not
repurchased; provided, that each such new Note shall be in a principal amount of
$2,000 or an  integral  multiple of $1,000.  Any Note not so  accepted  shall be
promptly  mailed or  delivered by the Issuer to the Holder  thereof.  The Issuer
shall  announce  to the  Holders  and the  Trustee the results of the Asset Sale
Offer on or as soon as practicable after the Purchase Date.

                  Other than as specifically provided in this Section 3.10 or
Section 4.10 hereof, any purchase pursuant to this Section 3.10 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.


                                       48
<PAGE>

                                   ARTICLE 4

                                    COVENANTS

Section 4.01      Payment of Notes.
                  ----------------

                  The Issuer shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than Holdings or
any of its Subsidiaries, holds as of 10:00 A.M. Eastern Time on the due date
money deposited by the Issuer in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

                  The Issuer shall pay interest on overdue principal (including
post-petition interest in any proceeding under any Bankruptcy Law) and on
overdue installments of interest, to the extent lawful, as provided in Section
6.03 hereof.

Section 4.02      Reports and Other Information.
                  -----------------------------

                  Holdings will furnish to the Trustee and to the Holders:

                  (a) as soon as  available  and in any event  within 120 days
(or,  if  earlier,  the date that is 15 days after the  reporting  date for such
information  required by the SEC) after the end of each fiscal year of Holdings,
its audited  consolidated  balance sheet and related  statements of  operations,
stockholders'  equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Deloitte & Touche LLP or other independent public accountants
of recognized  national standing to the effect that such consolidated  financial
statements  present fairly in all material respects the financial  condition and
results  of  operations  of  Holdings  and its  consolidated  Subsidiaries  on a
consolidated basis in accordance with GAAP consistently applied;

                  (b) as soon as  available  and in any  event  within 60 days
(or,  if  earlier,  the date that is 15 days after the  reporting  date for such
information required by the SEC) after the end of each of the first three fiscal
quarters of each fiscal year of Holdings,  its  consolidated  balance  sheet and
related statements of operations,  stockholders' equity and cash flows as of the
end of and for such fiscal  quarter and the then  elapsed  portion of the fiscal
year,  setting  forth  in each  case in  comparative  form the  figures  for the
corresponding period or periods (or, in the case of the balance sheet, as of the
end of) the  previous  fiscal  year,  all  certified  by a Financial  Officer of
Holdings as presenting fairly in all material  respects the financial  condition
and results of operations  of Holdings and its  consolidated  Subsidiaries  on a
consolidated  basis in accordance  with GAAP  consistently  applied,  subject to
normal year-end audit adjustments and the absence of footnotes;

                  (c) for so long as any of the Notes remain  outstanding  and
constitute  "restricted  securities"  within the meaning of Rule 144(a)(3) under
the Securities Act,  Holdings and its Subsidiaries  will make available at their
expense,  upon request, to the Holders, and any prospective  purchasers thereof,
the information  specified in Rule  144A(d)(4)  under the Securities Act, unless
Holdings is then subject to Section 13 or 15(d) of the Exchange Act.

                  Documents required to be delivered pursuant to Section 4.02(a)
or (b) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered within
the time frames set forth in such Sections, shall be deemed to have been
delivered on the date (i) on which Holdings or the Issuer posts such documents,
or provides a link thereto on Holdings' or the Issuer's website on the Internet
at the website address listed on Schedule 4.02; or (ii) on which such documents
are posted on Holdings' or the Issuer's behalf on an Internet website; provided

                                       49
<PAGE>

that: (i) Holdings or the Issuer, as applicable, shall deliver paper copies of
such documents to the Trustee or any Holder upon the written request of such
Person and until a written request to cease delivering paper copies is given by
such Person and (ii) Holdings or the Issuer, as applicable, shall notify the
Trustee and each Holder (by telecopier or electronic mail) of the posting of any
such documents and provide to the Trustee and each Holder by electronic mail
electronic versions (i.e., soft copies) of such documents. The Trustee shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by Holdings or the Issuer with any such request for delivery,
and each Holder shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents; provided, further, that delivery of
all of the above-described 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 Issuer's
compliance with any of its covenants hereunder.

                  The Issuer will deliver to the Trustee and the Holders, within
120 days after the end of each fiscal year of the Issuer ending after the date
hereof, a certificate signed by the principal executive officer, principal
financial officer, or principal accounting officer of the Issuer stating whether
or not to the knowledge of such person after due inquiry the Issuer is in
default in the performance and observance of any of the terms, provisions, and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Issuer is in default,
specifying all such defaults and the nature and status thereof of which such
person may have such knowledge. The Issuer shall promptly notify the Trustee
following its knowledge of an Event of Default or Default under the Indenture,
and in any event within 5 Business Days of such knowledge.

Section 4.03      Corporate Existence; Conduct of Business.
                  ----------------------------------------

                  (a)  Subject to Article 5 hereof,  Holdings  will,  and will
cause each of its  Subsidiaries  to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses,  permits, privileges and franchises material to the conduct of
its  business;  provided  that the  foregoing  shall not  prohibit  any  merger,
consolidation,  liquidation or dissolution  permitted under Article 5; provided,
further,  that  Holdings  shall not be  required  to  preserve  any such  right,
license,  permit,  privilege  or  franchise,  or  the  legal  existence  of  any
Subsidiary (subject to compliance with this Indenture,  including Article 5), if
the Board of  Directors  of  Holdings  shall  determine  in good  faith that the
preservation  of such  existence  is no longer  necessary  or  desirable  in the
conduct of the business of Holdings,  and that the loss thereof is not, and will
not be, disadvantageous to the Holders.

                  (b) Holdings will,  and will cause each of its  Subsidiaries
to, continue to engage  (including after giving effect to any acquisition)  only
in a business of the type that does not  represent a  fundamental  change in the
character of the business of Holdings  and its  Subsidiaries,  taken as a whole,
conducted  by Holdings  and its  Subsidiaries  on the date of  execution of this
Indenture, and businesses reasonably related thereto.

                  (c) The Issuer shall maintain its status as a public limited
company as defined in the Companies Act 2006.

Section 4.04      Taxes.
                  -----

                  During any Holding Period, Holdings will, and will cause each
of its Subsidiaries to, pay its tax liabilities before the same shall become

                                       50
<PAGE>

delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings and for which Holdings
or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, or (b) the failure to make payment would not
reasonably be expected to result in a Material Adverse Effect.

Section 4.05      Maintenance of Properties; Insurance.
                  ------------------------------------

                  During any Holding Period, Holdings will, and will cause each
of its Subsidiaries to, (a) keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and
tear excepted, and (b) maintain in full force and effect, with insurance
companies that Holdings and the Issuer believe (in good faith judgment of the
management of Holdings and the Issuer) are financially sound and responsible at
the time the relevant coverage is placed or renewed, insurance, in at least such
amounts and against at least such risks (and with such risk retentions) as are
usually insured against in the same general area by companies engaged in the
same or a similar business.

Section 4.06      Compliance with Laws.
                  --------------------

                  During any Holding Period, Holdings will, and will cause each
of its Subsidiaries to, comply with all Laws, rules, regulations and orders of
any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

Section 4.07      Limitation on Incurrence of Indebtedness and Issuance of
                  Disqualified Stock and Preferred Stock.
                  --------------------------------------

                  (a)  Holdings  shall  not,  and shall not  permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect,  contingently or
otherwise  (collectively,  "incur" and collectively,  an  "incurrence"),  to any
Indebtedness  (including Acquired Indebtedness) and Holdings shall not issue any
shares of  Disqualified  Stock and shall not permit any of its  Subsidiaries  to
issue any shares of Preferred Stock;  provided,  however,  that the Obligors may
incur Indebtedness  (including Acquired Guarantor  Indebtedness) or issue shares
of Disqualified  Stock or Preferred  Stock, as applicable,  if the  Consolidated
Leverage Ratio on a consolidated  basis for Holdings and its Subsidiaries  would
have been less than 4.00 to 1.00,  determined on a pro forma basis  (including a
pro forma  application  of the net  proceeds  therefrom),  as if the  additional
Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had
been issued.

                  (b) The provisions of Section 4.07(a) hereof shall not apply
to:

                         (i) the incurrence by an Obligor of Indebtedness  under
          the Credit  Facilities  and the  issuance  and  creation of letters of
          credit  thereunder  (with  letters  of credit  being  deemed to have a
          principal amount equal to the face amount thereof), up to an aggregate
          principal amount of $1.0 billion outstanding at any one time, less the
          aggregate  amount of  amortization  and mandatory  principal  payments
          (excluding repayments of any revolving facility thereunder that do not
          result in a permanent  reduction  or  cancellation  of such  revolving
          facility) actually made by an Obligor in respect of such Indebtedness;

                         (ii) the  Indebtedness of an Obligor under the Existing
          Notes and the  Indebtedness  of an Obligor  under the Existing  Bridge
          Loan  immediately  following  the  Refinancing,  in each case less the
          aggregate amount of amortization and mandatory or voluntary  principal
          payments  actually  made by such  Obligor  thereunder  after the Issue
          Date;

                                       51
<PAGE>

                         (iii)   Indebtedness  of  any  Person  that  becomes  a
          Subsidiary  of  Holdings  after the date  hereof;  provided  that such
          Indebtedness  exists at the time such Person  becomes a Subsidiary  of
          Holdings and is not created in  contemplation of or in connection with
          such Person becoming a Subsidiary of Holdings; provided, further, that
          the aggregate  principal amount of Indebtedness  permitted to exist by
          this  clause  (iii)  shall  not  exceed  $25,000,000.00  at  any  time
          outstanding;

                         (iv) Indebtedness  incurred to finance the acquisition,
          construction or improvement of any fixed or capital assets,  including
          Capital Lease  Obligations and any Indebtedness  assumed in connection
          with the  acquisition  of any such  assets or secured by a Lien on any
          such assets prior to the acquisition thereof, and extensions, renewals
          and  replacements  of any such  Indebtedness  that do not increase the
          outstanding   principal   amount  thereof;   provided  that  (x)  such
          Indebtedness  is  incurred  prior to or  within  180 days  after  such
          acquisition or the completion of such  construction or improvement and
          (y) the aggregate  principal amount of Indebtedness  permitted by this
          clause (iv) shall not exceed $25,000,000.00 at any time outstanding;

                         (v)  Indebtedness  incurred in relation to arrangements
          made in the ordinary course of business to facilitate the operation of
          bank accounts on a net balance basis;

                         (vi) short term Indebtedness from banks incurred in the
          ordinary course of business  pursuant to a facility  required in order
          to comply  with  rules  and  regulations  issued  from time to time by
          regulatory authorities;  provided that such compliance is required for
          Holdings  or a  Subsidiary  of  Holdings,  as  applicable,  to  remain
          licensed to conduct its business;

                         (vii)   Indebtedness   of   Holdings   or  any  of  its
          Wholly-Owned  Subsidiaries  to  Holdings  or any  of its  Wholly-Owned
          Subsidiaries;   provided  that  any  such  Indebtedness   (except  for
          Indebtedness  represented  by any  guarantee  provided  by Holdings in
          favor of a  Wholly-Owned  Subsidiary  in  respect of  Indebtedness  of
          another  Wholly-Owned  Subsidiary the  subordination of which would be
          prohibited  by the FSA or the UK Pensions  Trustee) that is owed by an
          Obligor to a Non-Obligor in excess of $100,000,000.00 in the aggregate
          shall be subordinated  pursuant a subordination  agreement in the form
          attached  hereto as Exhibit F or on terms  reasonably  satisfactory to
          the Required Holders; provided,  further, that any subsequent transfer
          of  any  such   Indebtedness   (except  to  Holdings  or  any  of  its
          Wholly-Owned  Subsidiaries)  shall be deemed,  in each case,  to be an
          incurrence of such  Indebtedness that was not permitted by this clause
          (vii);

                         (viii)  the  incurrence by  an Obligor of  Indebtedness
          or Disqualified Stock that serves to extend, refund, refinance, renew,
          replace or defease any  Indebtedness or Disqualified Stock incurred as
          permitted  under  Section  4.07(a)  hereof, this clause  (viii) or any
          Indebtedness  or  Disqualified  Stock issued to so refund or refinance
          such   Indebtedness  or  Disqualified  Stock,   including   additional
          Indebtedness or Disqualified  Stock incurred to pay premiums, fees and
          expenses  in  connection  therewith  (the  "Refinancing Indebtedness")
          prior  to  its  respective  maturity;  provided,  however,  that  such
          Refinancing Indebtedness:

                                    (A) has a Weighted  Average Life to Maturity
                  at the time such Refinancing Indebtedness is incurred which is
                  not less than the remaining  Weighted Average Life to Maturity
                  of the Notes;

                                    (B)   to   the   extent   such   Refinancing
                  Indebtedness refinances (x) Indebtedness  subordinated or pari
                  passu  to  the  Notes  or  any  Guarantee,   such  Refinancing

                                       52
<PAGE>

                  Indebtedness  is  subordinated  or pari  passu to the Notes or
                  such Guarantee at least to the same extent as the Indebtedness
                  being refinanced or refunded or (y) Disqualified  Stock,  such
                  Refinancing Indebtedness must be Disqualified Stock; and

                                    (C)  such   Indebtedness   is   issued   and
                  guaranteed by the same entities that issued and/or  guaranteed
                  the  Indebtedness  being  redeemed,  repurchased,  acquired or
                  retired; and

                         (ix) other  Indebtedness  of  Holdings  or any of its
         Subsidiaries   in  an   aggregate   principal   amount  not   exceeding
         $150,000,000.00 at any time outstanding.

Section 4.08      Liens.
                  -----

                  Holdings shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (except Permitted Liens) on any asset or property of Holdings or
any of its Subsidiaries, or any income or profits therefrom, or assign or convey
any right to receive income therefrom, unless the Notes are equally and ratably
secured; provided, that neither Holdings nor any of its Subsidiaries shall
permit the Existing Notes to benefit from any Liens on any assets or property of
Holdings or any of its Subsidiaries or incur or profit therefrom, or assign or
convey any right to receive income therefrom, unless the Notes are equally and
ratably secured.

Section 4.09      Offer to Repurchase Upon Change of Control.
                  ------------------------------------------

                  (a) If a Change of  Control  occurs,  unless  the  Issuer  has
previously or  concurrently  mailed a redemption  notice with respect to all the
outstanding Notes as described under Section 3.07 hereof,  the Issuer shall make
an offer to purchase all of the Notes pursuant to the offer described below (the
"Change of Control Offer") at a price in cash (the "Change of Control  Payment")
equal to 101% of the aggregate  principal amount thereof plus accrued and unpaid
interest to the date of  purchase,  subject to the right of Holders of record on
the  relevant  Record  Date to receive  interest  due on the  relevant  Interest
Payment Date. Within 30 days following any Change of Control (or 90 days, in the
case of a Designated Change of Control), the Issuer shall deliver notice of such
Change of  Control  Offer,  with a copy to the  Trustee,  to each  Holder to the
registered address of such Holder (or otherwise delivered in accordance with the
Applicable Procedures) with the following information:

                         (i)  that a Change  of  Control  Offer is being  made
         pursuant  to this  Section  4.09 and that all Notes  properly  tendered
         pursuant to such Change of Control  Offer will be accepted  for payment
         by the Issuer;

                         (ii) the purchase price and the purchase date,  which
         will be no  earlier  than 30 days nor later  than 60 days from the date
         such  notice is  delivered  (the  "Change  of Control  Payment  Date");

                         (iii) that any Note not properly tendered will remain
         outstanding and continue to accrue interest;

                         (iv) that  unless the Issuer  defaults in the payment
         of the  Change of  Control  Payment,  all Notes  accepted  for  payment
         pursuant to the Change of Control  Offer will cease to accrue  interest
         on the Change of Control Payment Date;

                         (v) that Holders electing to have any Notes purchased
         pursuant to a Change of Control  Offer will be  required  to  surrender
         such Notes, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of such Notes  completed,  to the Paying Agent specified

                                       53
<PAGE>

         in the notice at the address specified in the notice prior to the close
         of business on the third  Business Day  preceding the Change of Control
         Payment Date;

                         (vi) that Holders shall be entitled to withdraw their
         tendered  Notes and their  election  to require  the Issuer to purchase
         such Notes, provided that the Paying Agent receives, not later than the
         close of business on the 30th day  following  the date of the Change of
         Control  notice,  a facsimile  transmission or letter setting forth the
         name of the Holder of the Notes, the principal amount of Notes tendered
         for  purchase,  and a  statement  that such Holder is  withdrawing  its
         tendered Notes and its election to have such Notes purchased;

                           (vii) that if the Issuer is  redeeming  less than all
         of the Notes,  the  Holders of the  remaining  Notes will be issued new
         Notes  and such new  Notes  will be equal in  principal  amount  to the
         unpurchased  portion of the Notes  surrendered  (which must be equal to
         $1,000 or an integral multiple thereof); and

                           (viii) the other  instructions,  as determined by the
         Issuer, consistent with this Section 4.09, that a Holder must follow.

                  The notice, if delivered in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. If (a) the notice is delivered in a manner herein provided and (b)
any Holder fails to receive such notice or a Holder receives such notice but it
is defective, such Holder's failure to receive such notice or such defect shall
not affect the validity of the proceedings for the purchase of the Notes as to
all other Holders that properly received such notice without defect.

                  The Issuer shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.09, the Issuer shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations in this Section 4.09 by virtue thereof.

                  (b) On the Change of Control Payment Date, the Issuer shall,
to the extent permitted by law,

                           (i)  accept  for  payment  all Notes  issued by it or
         portions  thereof properly  tendered  pursuant to the Change of Control
         Offer,

                           (ii) deposit with the Paying Agent an amount equal to
         the  aggregate  Change of  Control  Payment  in respect of all Notes or
         portions thereof so tendered, and

                           (iii)  deliver,  or  cause  to be  delivered,  to the
         Trustee  for  cancellation  the  Notes  so  accepted  together  with an
         Officer's  Certificate  to the  Trustee  stating  that  such  Notes  or
         portions thereof have been tendered to and purchased by the Issuer.

                  (c) The Issuer shall not be required to make a Change of
Control Offer following a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.09 applicable to a Change of Control
Offer made by the Issuer and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. Notwithstanding anything to the

                                       54
<PAGE>

contrary herein, a Change of Control Offer may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is
in place for the Change of Control at the time of making of the Change of
Control Offer.

                  (d) The provisions of this Section 4.09 relative to the
Issuer's obligation to make an offer to repurchase the Notes as a result of a
Change of Control may be waived or modified with the written consent of the
Required Holders.

                  (e) Other than as specifically provided in this Section
4.09, any purchase pursuant to this Section 4.09 shall be made pursuant to the
provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.10      Asset Sales.
                  -----------

                  (a)  Holdings  shall  not,  and  shall not  permit  any of its
Subsidiaries  to,  cause,  make or suffer to exist an Asset Sale,  unless  after
giving effect  thereto,  Holdings  shall  continue to own directly or indirectly
100% of the Equity Interests of the Issuer and WNA, and unless:

                           (i) Holdings or such Subsidiary,  as the case may be,
         receives consideration at the time of such Asset Sale at least equal to
         the fair  market  value (as  determined  in good faith by the Issuer or
         Holdings) of the assets sold or otherwise disposed of; and

                           (ii)  at  least  75%  of the  consideration  therefor
         received by such Obligor or such Subsidiary,  as the case may be, is in
         the form of cash or Cash Equivalents; provided that the amount of:

                                    (A) any  liabilities  (as shown on Holdings'
                  or such  Subsidiary's  most  recent  balance  sheet  or in the
                  footnotes  thereto)  of the Issuer or such  Subsidiary,  other
                  than liabilities  that are by their terms  subordinated to the
                  Notes,  that are assumed by the  transferee of any such assets
                  and for which the Issuer and all of its Subsidiaries have been
                  validly released by all creditors in writing, and

                                    (B) any  securities  received by Holdings or
                  such  Subsidiary  from such  transferee  that are converted by
                  Holdings  or such  Subsidiary  into cash (to the extent of the
                  cash  received)  within 180 days following the closing of such
                  Asset Sale,

         shall be deemed to be cash for purposes of this provision  and  for  no
other purpose.

                  (b) Within 270 days after the  receipt of any Net  Proceeds of
any Asset Sale,  Holdings or such Subsidiary,  at its option,  may apply the Net
Proceeds from such Asset Sale:

                           (i) to permanently reduce:

                                    (A) Obligations under the Credit Facilities,
                  and  to   correspondingly   reduce  commitments  with  respect
                  thereto; or

                                    (B)  Indebtedness  of a  Non-Obligor,  other
                  than Indebtedness owed to Holdings or any of its Subsidiaries,
                  or

                           (ii) to make a Permitted Investment (A) in any one or
         more businesses, provided that such Permitted Investment is in the form
         of the  acquisition  of Capital Stock and results in Holdings or any of
         its Wholly-Owned  Subsidiaries owning an amount of the Capital Stock of
         such business such that it constitutes a Wholly-Owned  Subsidiary;  (B)

                                       55
<PAGE>

         that are capital  expenditures;  or (C) that are  acquisitions of other
         assets,  in each of (A),  (B) and  (C),  used or  useful  in a  Similar
         Business.

                  (c) Any Net Proceeds from the Asset Sale that are not invested
or applied as provided  and within the time period set forth in Section  4.10(b)
hereof  shall be deemed to  constitute  "Excess  Proceeds."  When the  aggregate
amount of Excess  Proceeds  exceeds  $200,000,000.00,  the Issuer  shall make an
offer to all  Holders of the Notes (an "Asset  Sale  Offer"),  to  purchase  the
maximum aggregate  principal amount of the Notes that is an integral multiple of
$1,000  that may be  purchased  out of the Excess  Proceeds at an offer price in
cash in an amount equal to 100% of the principal  amount  thereof,  plus accrued
and unpaid interest  thereon to the date fixed for the closing of such offer, in
accordance  with the  procedures set forth in this  Indenture.  The Issuer shall
commence an Asset Sale Offer with respect to Excess Proceeds within ten Business
Days after the date that Excess  Proceeds exceed  $200,000,000.00  by delivering
the notice required pursuant to the terms of this Indenture,  with a copy to the
Trustee.

                  To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may
use any remaining Excess Proceeds for general corporate purposes, subject to the
covenants contained in this Indenture. If the aggregate principal amount of
Notes surrendered by such Holders thereof exceeds the amount of Excess Proceeds,
the Trustee shall select the Notes to be purchased on a pro rata basis based on
the accreted value or principal amount of the Notes tendered. Upon completion of
any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.

                  (d) Pending the final application of any Net Proceeds pursuant
to this  Section  4.10,  the  holder of such Net  Proceeds  may  apply  such Net
Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit
facility or otherwise  invest such Net Proceeds in any manner not  prohibited by
this Indenture.

                  (e) The Issuer  shall  comply  with the  requirements  of Rule
14e-1  under the  Exchange  Act and any other  securities  laws and  regulations
thereunder to the extent such laws or  regulations  are applicable in connection
with the repurchase of the Notes pursuant to an Asset Sale Offer.  To the extent
that the  provisions of any  securities  laws or  regulations  conflict with the
provisions  of this  Indenture,  the Issuer  shall  comply  with the  applicable
securities  laws and  regulations  and shall not be deemed to have  breached its
obligations described in this Indenture by virtue thereof.

Section 4.11      Sale and Lease-Back Transactions.
                  --------------------------------

                  Holdings shall not, and shall not permit any of its
Subsidiaries to, enter into any Sale and Lease-Back  Transaction, except:

                  (a) any such sale of any fixed or capital  assets that is made
for cash  consideration  in an amount  not less  than the cost of such  fixed or
capital  asset  and is  consummated  within  180  days  after  Holdings  or such
Subsidiary  acquires  or  completes  the  construction  of such fixed or capital
asset;

                  (b) any such sale of the property listed on Schedule 4.11; and

                  (c) any other such sale if, after giving effect  thereto,  the
Attributable  Debt in respect of the applicable Sale and Lease-Back  Transaction
is within  the limits set forth in clause  (9) of the  definition  of  Permitted
Liens (after  giving  effect to all such Sale and  Lease-Back  Transactions  and
applicable Liens).

                                       56
<PAGE>

Section 4.12      Limitation on Restricted Payments.
                  ---------------------------------

                  Holdings shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

                  (a)  declare or pay any  dividend or make any payment or other
distribution  on  account  of  Holdings  or  any  of  its  Subsidiaries'  Equity
Interests, including any dividend or distribution payable in connection with any
merger or consolidation other than:

                           (i) dividends or  distributions  by Holdings  payable
         solely in Equity Interests (other than Disqualified Stock) of Holdings,
         as applicable, or in options, warrants or other rights to purchase such
         Equity Interests (other than Disqualified Stock); or

                           (ii)  dividends or  distributions  by a Subsidiary of
         Holdings  so long  as,  in the  case of any  dividend  or  distribution
         payable on or in respect of any class or series of securities issued by
         a  Subsidiary  other  than a  Wholly-Owned  Subsidiary,  Holdings  or a
         Subsidiary  of  Holdings  receives  at least its pro rata share of such
         dividend or  distribution  in accordance  with its Equity  Interests in
         such class or series of securities;

                  (b) purchase,  redeem,  defease or otherwise acquire or retire
for value any Equity  Interests of any Obligor or any direct or indirect  parent
company  of  any   Obligor,   including  in   connection   with  any  merger  or
consolidation;

                  (c) make any  principal  payment  on, or  redeem,  repurchase,
defease or  otherwise  acquire  or retire  for value in each case,  prior to any
scheduled  repayment,   sinking  fund  payment  or  maturity,  any  Subordinated
Indebtedness,  other  than the  purchase,  repurchase  or other  acquisition  of
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of purchase, repurchase or acquisition; or

                  (d) make any Restricted Investment,

all such payments and other actions set forth in clauses (a) through (d) above
being collectively referred to as "Restricted Payments") except that Holdings
and the Issuer may, and may permit their respective Subsidiaries to, so long as
no Default shall have occurred and be continuing or would occur as a consequence
thereof, to effect the following:

                           (A) the making of any  Restricted  Payment so long as
immediately  prior to and  immediately  after giving  effect to such  Restricted
Payment and any Indebtedness incurred or repaid in connection therewith on a pro
forma  basis the  Consolidated  Leverage  Ratio is less than or equal to 2.50 to
1.00;

                           (B) the  declaration  and  payment  of  ordinary  (as
opposed to special)  cash  dividends on  Holdings'  common stock in the ordinary
course of business  consistent with past  practices:  (i) so long as immediately
prior to and after  giving  effect to each such  dividend  and any  Indebtedness
incurred or repaid in connection  therewith,  on a pro forma basis, the Obligors
could incur $1.00 of additional  Indebtedness under Section 4.07(a) or (ii) such
dividends do not exceed 6% per annum of Holdings'  market  capitalization  as of
the last day of the most recent  fiscal  quarter  based on the weighted  average
closing price of Holdings'  common stock during each day of such fiscal  quarter
so long as  immediately  prior to and after giving  effect to each such dividend
and any Indebtedness incurred or repaid in connection therewith,  on a pro forma
basis, the Consolidated Leverage Ratio is less than or equal to 5.00 to 1.00;

                                       57
<PAGE>

                           (C) the payment of any  dividend or  distribution  or
the consummation of any irrevocable  redemption within 60 days after the date of
declaration of the dividend or distribution or giving of the redemption  notice,
as  applicable,  if at the  date  of  declaration  or  notice  such  payment  or
redemption would have complied with the provisions of this Indenture;

                           (D) the defeasance,  redemption,  repurchase or other
acquisition  or  retirement  of  Subordinated  Indebtedness  of Holdings and its
Subsidiaries  made by exchange for, or out of the proceeds of the  substantially
concurrent sale of, new  Indebtedness of Holdings and its  Subsidiaries  that is
incurred in compliance with Section 4.07 hereof so long as:

                           (i) the  principal  amount  (or  accreted  value,  if
         applicable)  of such new  Indebtedness  does not exceed  the  principal
         amount  plus  any  accrued  and  unpaid  interest  on the  Subordinated
         Indebtedness  being so redeemed,  repurchased,  acquired or retired for
         value,  plus the amount of any  premium  required  to be paid under the
         terms of the instrument  governing the Subordinated  Indebtedness being
         so redeemed, repurchased, acquired or retired and any fees and expenses
         incurred in the issuance of such new Indebtedness;

                           (ii) such  Indebtedness  is subordinated to the Notes
         at  least to the  same  extent  as such  Subordinated  Indebtedness  so
         purchased,  exchanged, redeemed,  repurchased,  acquired or retired for
         value;

                           (iii)  such   Indebtedness   has  a  final  scheduled
         maturity date equal to or later than the final scheduled  maturity date
         of  the  Subordinated  Indebtedness  being  so  redeemed,  repurchased,
         acquired or retired;

                           (iv) such  Indebtedness  is issued and  guaranteed by
         the same entities that issued and/or guaranteed the Indebtedness  being
         redeemed, repurchased, acquired or retired; and

                           (v) such  Indebtedness has a Weighted Average Life to
         Maturity equal to or greater than the remaining  Weighted  Average Life
         to  Maturity  of  the  Subordinated  Indebtedness  being  so  redeemed,
         repurchased, acquired or retired.

                           (E) the  declaration  and  payment  of  dividends  or
distributions  to  holders  of any  class or  series  of  Disqualified  Stock of
Holdings or any of its Subsidiary issued in accordance with Section 4.07 hereof;

                           (F) the repurchase by Holdings of Equity Interests of
Holdings,  so long as (i) the number of shares of common  stock of  Holdings  so
repurchased  since the Merger does not exceed the number of shares issued in the
Merger (adjusted for stock splits, stock combinations and similar transactions),
(ii) the aggregate amount of such Restricted  Payments since the Merger does not
exceed $800,000,000.00,  (iii) all such Equity Interests repurchased by Holdings
are  retired  and not  held  as  treasury  stock,  and  (iv) at the  time of and
immediately  after  giving  effect  to  each  such  Restricted  Payment  and any
Indebtedness incurred or repaid in connection  therewith,  on a pro forma basis,
the Obligors could incur $1.00 of additional Indebtedness under Section 4.07(a);

                           (G) the repurchase,  retirement or other  acquisition
sor retirement for value of Equity  Interests of Holdings held by any current or
former employee or director (or their respective estates, heirs,  beneficiaries,
transferees,  spouses  or  former  spouses)  of  Holdings  and its  Subsidiaries
pursuant  to any  management  equity  plan or  stock  option  plan or any  other
management or employee benefit plan or similar  agreement,  in each case entered
into in the ordinary course of business; and

                                       58
<PAGE>

                           (H) the making of other Restricted  Payments that are
not otherwise permitted in any other clause of this Section 4.12 in an aggregate
amount  in  any  fiscal  year  of  Holdings   not  to  exceed  the  sum  of  (i)
$50,000,000.00  plus (ii) up to $25,000,000.00 of the amount available  pursuant
to clause (i) above for the  preceding  fiscal  year,  but unused in such fiscal
year (the amounts in clause (i) above being  deemed to be utilized  first in any
fiscal year prior to the  utilization of any carryover  amount  provided in this
clause (ii)).

Section 4.13      Maintenance of Office or Agency.
                  -------------------------------

                  The Issuer shall maintain an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

                  The Issuer hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Issuer in accordance with Section
2.03 hereof.

Section 4.14      Stay, Extension and Usury Laws.
                  ------------------------------

                  The Obligors covenant (to the extent that they may lawfully do
so) that they shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Obligors (to
the extent that they may lawfully do so) hereby expressly waive all benefit or
advantage of any such law, and covenant that they shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

Section 4.15      Dividend and Other Payment Restrictions Affecting
                  Subsidiaries.
                  ------------

                  (a)  Holdings  shall  not,  and  shall not  permit  any of its
Subsidiaries to, directly or indirectly,  create or otherwise cause or suffer to
exist or become effective any consensual  encumbrance or consensual  restriction
on the ability of any such Subsidiary to:

                           (i) (A) pay dividends or make any other distributions
         to Holdings or any of its  Subsidiaries  on their Capital Stock or with
         respect to any other interest or participation  in, or measured by, its
         profits, or

                               (B) pay any Indebtedness owed to Holdings or any
         of its Subsidiaries;

                                       59
<PAGE>

                           (ii) make loans or advances to Holdings or any of its
         Subsidiaries; or

                           (iii) sell,  lease or transfer any of its  properties
         or assets to Holdings or any of its Subsidiaries.

                  (b) The restrictions in Section 4.15(a) hereof shall not apply
to encumbrances or restrictions existing under or by reason of:

                           (i)  contractual   encumbrances  or  restrictions  in
         effect on the Issue Date,  including  pursuant to the Credit  Agreement
         and the related documentation;

                           (ii) this Indenture and the Notes;

                           (iii)   purchase  money   obligations   for  property
         acquired in the ordinary course of business that impose restrictions of
         the nature  discussed in clause (iii) of Section  4.15(a) hereof on the
         property so acquired;

                           (iv) applicable Law;

                           (v) any  agreement  or other  instrument  of a Person
         acquired by Holdings or any of its  Subsidiaries  in  existence  at the
         time of such acquisition  (but not created in  contemplation  thereof),
         which  encumbrance or  restriction is not applicable to any Person,  or
         the  properties or assets of any Person,  other than the Person and its
         Subsidiaries,  or  the  property  or  assets  of  the  Person  and  its
         Subsidiaries, so acquired;

                           (vi)  contracts  for the sale of assets  or  mergers,
         including  customary  restrictions  with respect to Holdings and any of
         its  Subsidiaries  pursuant to an agreement  that has been entered into
         for the sale or disposition of all or substantially  all of the Capital
         Stock or assets of such Subsidiary;

                           (vii) Secured Indebtedness  otherwise permitted to be
         incurred  pursuant to Section  4.07 hereof and Section 4.08 hereof that
         limit the right of the debtor to dispose of the assets securing such
         Indebtedness;

                           (viii)   customary   provisions   in  joint   venture
         agreements and other similar  agreements  relating solely to such joint
         venture;

                           (ix)  customary  provisions  contained  in  leases or
         licenses of intellectual  property and other agreements,  in each case,
         entered into in the ordinary course of business; and

                           (x) any  encumbrances  or  restrictions  of the  type
         referred to in clauses (i),  (ii) and (iii) of Section  4.15(a)  hereof
         imposed  by  any  amendments,  modifications,  restatements,  renewals,
         increases, supplements, refundings, replacements or refinancings of the
         contracts,  instruments  or  obligations  referred  to in  clauses  (i)
         through (ix) of this Section  4.15(b);  provided that such  amendments,
         modifications,    restatements,   renewals,   increases,   supplements,
         refundings,  replacements  or  refinancings  are,  in  the  good  faith
         judgment of the Issuer or Holdings, no more restrictive with respect to
         such  encumbrance  and other  restrictions  taken as a whole than those
         prior to such amendment, modification,  restatement, renewal, increase,
         supplement, refunding, replacement or refinancing.

                                       60
<PAGE>

Section 4.16      Maintenance of Listing.
                  ----------------------

                  (a) As promptly as possible  after the Issue Date,  and in any
event prior to the first Interest  Payment Date after the Issue Date, so long as
any Notes remain outstanding,  the Issuer shall procure and maintain the listing
of such Notes on the Channel  Islands Stock Exchange or any other stock exchange
(during any period that is a Holding Period,  reasonably  acceptable to the GSMP
Purchasers)  which is a "recognised  stock exchange" as defined in s.1005 Income
Tax Act 2007 of the United Kingdom.

                  (b) The Issuer  shall  promptly  notify the  Trustee  and each
Holder if:

                           (i) the Notes  have not been  admitted  to listing as
         described in (a) above on or before May 31, 2009; or

                           (ii)  at any  time  after  the  Notes  have  been  so
         admitted  to listing,  the Notes (or any Note) shall lose their  listed
         status on the relevant stock exchange.

Section 4.17      Ratings for Notes.
                  -----------------

                  As soon as practicable (and in all events within 60 days from
the Issue Date), the Issuer will use commercially reasonable efforts to obtain
and, during any Holding Period, maintain a Debt Rating for the Notes from Rating
Agencies.

Section 4.18      Additional Guarantees.
                  ---------------------

                  Holdings will cause each of its Subsidiaries that:

                  (a)  guarantees  any  Indebtedness  of  Holdings or any of its
Subsidiaries  permitted  to be  incurred  pursuant  to Section  4.07 (other than
guarantees  of  Indebtedness  permitted  to  be  incurred  pursuant  to  Section
4.07(b)(iii), (iv), (v), (vi), (vii) and (ix)); or

                  (b)   incurs  any   Indebtedness   or  issues  any  shares  of
Disqualified  Stock or  Preferred  Stock  permitted  to be  incurred  or  issued
pursuant  to Section  4.07  hereof  (other  than  Indebtedness  permitted  to be
incurred pursuant to Section  4.07(b)(iii),  (iv), (v), (vi), (vii) and (ix)) to
execute and deliver to the Trustee, a supplemental  indenture,  substantially in
the form attached  hereto as Exhibit D, pursuant to which such  Subsidiary  will
guarantee  payment of the Notes and the  Obligations  of the  Issuer  under this
Indenture. Each Guarantee by a Subsidiary Guarantor will be limited to an amount
not to exceed the  maximum  amount  that can be  guaranteed  by that  Subsidiary
without  rendering the Guarantee,  as it relates to such  Subsidiary  Guarantor,
voidable under  applicable  law relating to fraudulent  conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally.

                  To evidence its Guarantee set forth in Article 10 hereof, each
subsequent Guarantor hereby agrees that a notation of such Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers. Each subsequent Guarantor also will execute a supplemental
indenture.

Section 4.19      Centre of Main Interests.
                  ------------------------

                  No Obligor incorporated or otherwise existing under the laws
of England & Wales or any other country that is a member of the European Union
shall (and Holdings shall procure that none of its Subsidiaries incorporated or

                                       61
<PAGE>

otherwise existing under the laws of England & Wales or any other country that
is a member of the European Union shall), without the prior written consent of
the Required Holders, cause or allow its Centre of Main Interests to change to a
country other than England & Wales or such other country that is a member of the
European Union, as applicable.

Section 4.20      Maintenance of Process Agent.
                  ----------------------------

                  The Issuer shall maintain a Person in New York, New York
acting as agent to receive service of process on behalf of it and its property
and capable of discharging the functions of the Process Agent set forth in
Section 12.02.

Section 4.21      Registration.
                  ------------

                  The Issuer shall have re-registered as a public limited
company as defined in the Companies Act of 2006 within 30 days of the Issue
Date.



                                   ARTICLE 5

                                   SUCCESSORS

Section 5.01      Merger, Consolidation or Sale of All or Substantially All
                  Assets.
                  ------

                  (a)  Neither  the  Issuer nor any  Holding  Company  (each,  a
"Designated  Obligor")  shall  consolidate or merge with or into or wind up into
(whether or not the Designated Obligor is the surviving  corporation),  or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets, in one or more related transactions,  to any Person
unless:

                           (i)  either:   (A)  the  Designated  Obligor  is  the
         surviving  corporation;  or (B) the Person  formed by or surviving  any
         such consolidation or merger (if other than the Designated  Obligor) or
         to which such sale, assignment,  transfer,  lease,  conveyance or other
         disposition will have been made is a corporation  organized or existing
         under the laws of the  jurisdiction  of organization of such Designated
         Obligor  (such  Person,  as the case may be,  being  herein  called the
         "Successor Company"), and the Successor Company of the Issuer shall be,
         and maintain its status as, a public limited  company as defined in the
         Companies Act 2006.

                           (ii)  the  Successor  Company,   if  other  than  the
         Designated  Obligor,  expressly  assumes  all  the  obligations  of the
         Designated  Obligor  under  the Notes and this  Indenture  pursuant  to
         supplemental  indentures  or other  documents  or  instruments  in form
         reasonably satisfactory to the Trustee;

                           (iii) immediately prior to and immediately after such
         transaction,  (A) no Default exists and (B) Holdings (or if Holdings is
         the  Designated  Obligor,  the  Successor  Company  to  Holdings)  owns
         directly  or  indirectly  100% of the Equity  Interests  of each of the
         Issuer and WNA;

                           (iv)     immediately after giving pro forma effect to
         such  transaction and any related  financing  transactions,  as if such
         transactions   had  occurred  at  the   beginning  of  the   applicable
         four-quarter  period, the Successor Company would be permitted to incur
         at least $1.00 of additional  Indebtedness  pursuant to Section 4.07(a)

                                       62
<PAGE>

         hereof;  provided  that  this  clause  (iv)  shall  not  apply  to  any
         consolidation or merger of any Designated Obligor with, or any transfer
         by any Designated Obligor or all or substantially all of its properties
         or assets to, any other Designated Obligor;

                           (v)      each   Guarantor,   unless   it  is  a  Opco
         Guarantor that is the other party to the transactions  described above,
         in which case Section  5.01(c)(i)(B)  hereof shall apply, shall have by
         supplemental indenture confirmed that its Guarantee shall apply to such
         Person's obligations under this Indenture and the Notes; and

                           (vi)  Holdings  shall have  delivered  to the Trustee
         (and  during  any  period  that is a Holding  Period,  the  Holders)  a
         customary  Officer's  Certificate  and a customary  Opinion of Counsel,
         each  stating  that such  consolidation,  merger or  transfer  and such
         supplemental indentures,  if any, comply with this Indenture and during
         any period that is a Holding Period other customary matters  reasonably
         requested by the Required Holders;  provided that, the Required Holders
         shall provide notice of such request to the Trustee.

                  (b) If applicable, the Successor Company shall succeed to, and
be  substituted  for the  Designated  Obligor,  as the case may be,  under  this
Indenture, the Guarantees and the Notes, as applicable.

                  (c) Subject to certain limitations described in this Indenture
governing  release of a Guarantee  upon the sale,  disposition  or transfer of a
Opco Guarantor,  no Opco Guarantor shall, and Holdings shall not permit any Opco
Guarantor to,  consolidate or merge with or into or wind up into (whether or not
the Issuer or Opco  Guarantor is the surviving  corporation),  or sell,  assign,
transfer,  lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person unless:

                           (i)  (A)  such  Opco   Guarantor  is  the   surviving
         corporation or the Person formed by or surviving any such consolidation
         or merger  (if other than such Opco  Guarantor)  or to which such sale,
         assignment,  transfer, lease, conveyance or other disposition will have
         been made is a corporation  organized or existing under the laws of the
         jurisdiction of organization of such Opco Guarantor, as the case may be
         (such Opco  Guarantor or such Person,  as the case may be, being herein
         called the "Successor Person");

                                (B) the Successor Person, if other than such
         Opco  Guarantor,  expressly  assumes all the  obligations  of such Opco
         Guarantor  under  this  Indenture  and such  Opco  Guarantor's  related
         Guarantee  pursuant to  supplemental  indentures or other  documents or
         instruments in form reasonably satisfactory to the Trustee;

                                (C) immediately prior to and immediately after
         such transaction, no Default exists; and

                                (D) the Issuer shall have delivered to the
         Trustee (and during any period that is a Holding Period, the Holders) a
         customary  Officer's  Certificate  and a customary  Opinion of Counsel,
         each  stating  that such  consolidation,  merger or  transfer  and such
         supplemental indentures, if any, comply with this Indenture,  including
         Section  4.10  hereof,  and during any period that is a Holding  Period
         other customary matters  reasonably  requested by the Required Holders;
         provided  that,  the  Required  Holders  shall  provide  notice of such
         request to the Trustee; or

                           (ii)  the  transaction  is  made in  compliance  with
         Section 4.10 hereof.

                                       63
<PAGE>

                  (d)  Subject  to  certain   limitations   described   in  this
Indenture,  the Successor  Person shall succeed to, and be substituted for, such
Opco  Guarantor  under  this  Indenture  and such  Opco  Guarantor's  Guarantee.
Notwithstanding the foregoing,  any Opco Guarantor may merge into or consolidate
with or  transfer  all or part of its  properties  and  assets to  another  Opco
Guarantor or the Issuer.

Section 5.02      Successor Corporation Substituted.
                  ---------------------------------

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets in accordance with Section 5.01 hereof, the Successor Company or
Successor Person formed by such consolidation or into or with which an Obligor
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or
other disposition, the provisions of this Indenture referring to Holdings, the
Issuer or such other Obligor shall refer instead to the applicable Successor
Company or Successor Person, as applicable and not to the predecessor), and may
exercise every right and power of Holdings, the Issuer or such other Obligor, as
applicable under this Indenture with the same effect as if such successor Person
had been named as Holdings, the Issuer or such other Obligor herein; provided
that in the case of the Issuer, the predecessor Issuer shall not be relieved
from the obligation to pay the principal of and interest on the Notes and the
fees and expenses of the Trustee, except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Issuer's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

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

                  An "Event of Default" wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (a) default in payment when due and payable,  upon redemption,
acceleration or otherwise, of principal of, or premium, if any, on the Notes;

                  (b) (i) during any Holding Period, default for 3 Business Days
or more in the payment  when due of interest on or with respect to the Notes and
(ii) during any period that is not a Holding Period, default for 30 days or more
in the payment when due of interest on or with respect to the Notes;

                  (c) (i) during any  Holding  Period (A) failure by Holdings or
any of its  Subsidiaries  to comply with any of its  obligations,  covenants  or
agreements  contained in Section 4.02,  4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12
or 4.15  hereof or  Article 5 hereof or (B)  failure by  Holdings  or any of its
Subsidiaries  to comply with any of its  obligations,  covenants  or  agreements
(other  than a default  referred to in clauses (a) and (b) above and this clause
(c)(i)) contained in this Indenture,  the Notes or any other Financing Document,
and if such failure is capable of remedy, such failure shall continue unremedied
for a period of 30 days after the earlier of the date (A) Holdings or any of its
Subsidiaries has knowledge of such failure or (B) notice is given by the Trustee
or any Holder to the  Issuer;  and (ii)  during any period that is not a Holding
Period, failure by Holdings or any of its Subsidiaries to comply with any of its
obligations, covenants or agreements contained in this Indenture or a default in
the  performance,  or breach,  of any  covenant  of the Issuer or any  Guarantor
(other  than a default  referred  to in  clauses  (a) and (b)  above),  and such

                                       64
<PAGE>

failure shall continue unremedied for a period of 30 days notice is given to the
Issuer by the Trustee or by the Holders of at least 25% in  principal  amount of
the Notes then outstanding;

                  (d) (i) during any Holding Period,  either (A) Holdings or any
of its  Subsidiaries  shall fail to make any payment  (whether of  principal  or
interest and  regardless of amount) in respect of any Material  Indebtedness  or
Material  Swap  Obligations,  when and as the same shall become due and payable,
(B) any event or condition  occurs that results in any Material  Indebtedness of
Holdings or any of its Subsidiaries becoming due prior to its scheduled maturity
or (C) any event or condition occurs in respect of any Material  Indebtedness of
Holdings  or any of its  Subsidiaries  (other than any Credit  Facilities)  that
enables or permits  (with or without the giving of notice,  the lapse of time or
both) the holder or  holders of such  Material  Indebtedness  or any  trustee or
agent on its or their behalf to cause any Material  Indebtedness  to become due,
or to require the  prepayment,  repurchase,  redemption or  defeasance  thereof,
prior to its scheduled maturity; provided that clause (d)(i)(B) or (C) shall not
apply to secured Indebtedness that becomes due as a result of the voluntary sale
or  transfer of the  property or assets  securing  such  Indebtedness;  and (ii)
during any period that is not a Holding  Period,  any event or condition  occurs
that results in any Material Indebtedness of Holdings or any of its Subsidiaries
becoming  due  prior  to  its  scheduled  maturity,  or  Holdings  or any of its
Subsidiaries fail to pay any Material Indebtedness at maturity;

                  (e) one or more  judgments  for the  payment  of  money  in an
aggregate  amount in excess of  $30,000,000.00  (to the  extent  not  covered by
insurance  provided  by a  carrier  that is not  disputing  coverage)  shall  be
rendered against Holdings,  any of its Subsidiaries or any combination  thereof,
which Holdings or any of its Subsidiaries has failed to pay, and the stayed,  or
any formal legal process has been commenced by a judgment  creditor to attach or
levy upon any material assets of Holdings or any of its  Subsidiaries to enforce
any such judgment;

                  (f)  An  involuntary  proceeding  shall  be  commenced  or  an
involuntary  petition shall be filed seeking (i) liquidation,  reorganization or
other relief in respect of Holdings or any of its Material Subsidiaries or their
debts,  or of a substantial  part of their assets,  under any Federal,  state or
foreign bankruptcy, insolvency,  receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian,  sequestrator,
conservator or similar official for Holdings or any of its Material Subsidiaries
or for a substantial part of their assets,  and, in any case, such proceeding or
petition shall continue  undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

                  (g) Holdings or any of its Material  Subsidiaries  shall:  (i)
voluntarily  commence any proceeding or file any petition  seeking  liquidation,
reorganization or other relief under any Federal,  state or foreign  bankruptcy,
receivership  or similar law now or  hereafter  in effect,  (ii)  consent to the
institution  of, or fail to  contest  in a timely and  appropriate  manner,  any
proceeding or petition described in clause (f) of this Section 6.01, (iii) apply
for  or  consent  to  the  appointment  of  a  receiver,   trustee,   custodian,
sequestrator,  conservator  or  similar  official  for  Holdings  or  any of its
Material  Subsidiaries or for a substantial  part of their assets,  (iv) file an
answer admitting the material  allegations of a petition filed against it in any
such proceeding,  (v) make a general  assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing  Holdings
or any of its Subsidiaries;

                  (h) Holdings or any of its Material  Subsidiaries shall become
unable, admit in writing its inability,  or fail generally to pay their debts as
they become due;

                  (i) during any Holding Period,  any representation or warranty
made or deemed made by or on behalf of Holdings or any of its Subsidiaries in or
in  connection  with any  Financing  Document or any  amendment or  modification
thereof or waiver thereunder, or in any report, certificate, financial statement
or other  document  furnished  pursuant to or in  connection  with any Financing

                                       65
<PAGE>

Document or any amendment or modification  thereof or waiver  thereunder,  shall
prove to have been  incorrect in any material  respect (or,  with respect to any
representation  or warranty  modified by materiality or Material Adverse Effect,
in any respect) when made or deemed made;

                  (j) during  any  Holding  Period,  an ERISA  Event  shall have
occurred that, in the opinion of the Required Holders,  when taken together with
all other  ERISA  Events that have  occurred,  would  reasonably  be expected to
result in a Material Adverse Effect; or

                  (k) during any Holding Period, any Financing Document,  at any
time after its execution and delivery and for any reason other than as expressly
permitted   hereunder  or  thereunder  or   satisfaction  in  full  of  all  the
Obligations,  ceases to be in full force and  effect;  or Holdings or any of its
Subsidiaries  (including  any  Obligor)  contests in any manner the  validity or
enforceability of any Financing Document;  or any Obligor denies that it has any
or further liability or obligation under any Financing Document,  or purports to
revoke, terminate or rescind any Financing Document.

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

                  If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.01 hereof with respect to the
Issuer) occurs and is continuing under this Indenture, the Trustee or the
Holders of at least 25% in principal amount of the then total outstanding Notes
may declare the principal, premium, if any, interest and any other monetary
obligations on all the then outstanding Notes to be due and payable immediately.

                  Upon the effectiveness of such declaration, such principal and
interest shall be due and payable immediately.

                  Notwithstanding the foregoing, in the case of an Event of
Default arising under clause (f) or (g) of Section 6.01 hereof with respect to
the Issuer, all outstanding Notes shall be due and payable immediately without
further action or notice.

                  The Required Holders may on behalf of all of the Holders by
written notice to the Trustee rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest, or premium
that has become due solely because of the acceleration) have been cured or
waived.

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

                  If an Event of Default has occurred and is continuing, then in
each case the Notes will accrue interest at the stated interest rate on the
Notes plus the Default Interest Rate until such time as no such Event of Default
shall be continuing (to the extent that the payment of such interest shall be
legally enforceable). At any other time, any amounts payable under or in respect
of the Notes not paid when due will accrue interest at the stated interest rate
on the Notes plus the Default Interest Rate until such time as such amounts are
paid in full, including any interest thereon (to the extent that the payment of
such overdue interest shall be legally enforceable). Default interest shall be
payable in cash on demand and, to the extent applicable, in accordance with
Section 2.12 hereof.

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

                                       66
<PAGE>

                  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. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.
                  -----------------------

                  The Required Holders may on behalf of the Holders of all of
the Notes by written notice to the Trustee waive any existing Default and its
consequences hereunder, except a continuing Default in the payment of interest
on, premium, if any, or the principal of any Note held by a non-consenting
Holder (including in connection with an Asset Sale Offer or a Change of Control
Offer) or in respect of any other matter that requires the consent of all
Holders pursuant to Section 9.02(b); provided, subject to Section 6.02 hereof,
that the Required Holders may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

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

                  Subject to Section 7.01(e), the Required Holders may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that would involve the Trustee in personal liability.

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

                  Subject to Section 6.07 hereof, no Holder of a Note may pursue
any remedy with respect to this Indenture or the Notes unless:

                  (a) such Holder has  previously  given the Trustee notice that
an Event of Default is continuing;

                  (b) Holders of at least 10% in  principal  amount of the total
outstanding Notes have requested the Trustee to pursue the remedy;

                  (c) the Trustee has not complied  with such request  within 30
days  after  the  receipt  thereof  and  the  offer  of  security  or  indemnity
satisfactory to the Trustee; and

                  (d)  the  Required  Holders  have  not  given  the  Trustee  a
direction inconsistent with such request within such 30-day period.

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

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

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<PAGE>

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

                  If an Event of Default specified in Section 6.01(a) or (b)
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Issuer for the
whole amount of principal of, premium, if any, and interest remaining unpaid on
the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

Section 6.09      Restoration of Rights and Remedies.
                  ----------------------------------

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

Section 6.10      Rights and Remedies Cumulative.
                  ------------------------------

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.11      Delay or Omission Not Waiver.
                  ----------------------------

                  No delay or omission of the Trustee or of any Holder of any
Note to exercise any right or remedy accruing upon any Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Default or 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 6.12      Trustee May File Proofs of Claim.
                  --------------------------------

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Issuer (or any other obligor upon the Notes including the Guarantors), its
creditors or its property and shall be entitled and empowered to participate as
a member in any official committee of creditors appointed in such matter and to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents

                                       68
<PAGE>

and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.06 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.13      Priorities.
                  ----------

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

                  (i) to the Trustee,  its agents and  attorneys for amounts due
         under  Section  7.06  hereof,  including  payment of all  compensation,
         expenses  and  liabilities  incurred,  and all  advances  made,  by the
         Trustee and the costs and expenses of collection;

                  (ii) to  Holders  of Notes for  amounts  due and unpaid on the
         Notes for principal,  premium, if any, and interest,  ratably,  without
         preference  or priority of any kind,  according  to the amounts due and
         payable on the Notes for  principal,  premium,  if any,  and  interest,
         respectively; and

                  (iii) to the Issuer or to such  party as a court of  competent
         jurisdiction shall direct including a Guarantor, if applicable.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14      Undertaking for Costs.
                  ---------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7

                                     TRUSTEE

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

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

                                       69
<PAGE>

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

                           (i) the  duties of the  Trustee  shall be  determined
         solely by the express provisions of this Indenture and the Trustee need
         perform  only  those  duties  that are  specifically  set forth in this
         Indenture and no others,  and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                           (ii) in the  absence  of bad faith on its  part,  the
         Trustee may  conclusively  rely, as to the truth of the  statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture.  However,  in the  case of any  such  certificates  or
         opinions which by any provision hereof are specifically  required to be
         furnished to the Trustee,  the Trustee shall  examine the  certificates
         and  opinions  to  determine   whether  or  not  they  conform  to  the
         requirements of this Indenture.

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

                           (i) this  paragraph  does not  limit  the  effect  of
         paragraph (b) of this Section 7.01;

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

                           (iii) the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d)  Whether  or not  therein  expressly  so  provided,  every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

                  (e) The Trustee  shall be under no  obligation to exercise any
of its rights or powers under this  Indenture at the request or direction of any
of the  Holders of the Notes  unless the  Holders  have  offered to the  Trustee
reasonable indemnity or security against any loss, liability or expense.

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

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

                  (a) The  Trustee  may  conclusively  rely  upon  any  document
believed by it to be genuine and to have been signed or  presented by the proper
Person.  The  Trustee  need not  investigate  any fact or  matter  stated in the
document,  but the Trustee, in its discretion,  may make such further inquiry or
investigation  into such facts or matters as it may see fit, and, if the Trustee
shall  determine  to make such  further  inquiry or  investigation,  it shall be
entitled to examine the books, records and premises of the Issuer, personally or
by agent or attorney at the sole cost of the Issuer and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
require an Officer's  Certificate  or an Opinion of Counsel or both. The Trustee
shall not be liable  for any  action it takes or omits to take in good  faith in
reliance on such Officer's  Certificate  or Opinion of Counsel.  The Trustee may

                                       70
<PAGE>

consult with counsel of its selection and the written  advice of such counsel or
any Opinion of Counsel shall be full and complete  authorization  and protection
from  liability  in  respect  of any  action  taken,  suffered  or omitted by it
hereunder in good faith and in reliance thereon.

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

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

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

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

                  (g) 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 of Event of Default is received  by the Trustee at the  Corporate
Trust  Office of the  Trustee,  and such  notice  references  the Notes and this
Indenture.

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

                  (i)  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.

                  (j)  In no  event  shall  the  Trustee  be  charged  with  any
knowledge  of any of the  Financing  Documents  referred to herein,  except this
Indenture and the Notes issued 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 Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Section 7.09 hereof.

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

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

                                       71
<PAGE>

of this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

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

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall deliver to Holders of Notes a notice of the
Default within 15 Business Days after it occurs. Except in the case of a default
in payment of principal of or interest on a Note, the Trustee may withhold the
notice if and so long as the board of directors of the Trustee, the executive or
any trust committee of such directors or Responsible Officers of the Trustee in
good faith determine that withholding the notice is in the interests of Holders
of the Notes. The Trustee shall not be deemed to know of any Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is 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.

Section 7.06      Compensation and Indemnity.
                  --------------------------

                  The Issuer shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

                  The Issuer and the Guarantors, jointly and severally, shall
indemnify the Trustee for, and hold the Trustee harmless against, any and all
loss, damage, claims, liability or expense (including attorneys' fees) incurred
by it in connection with the acceptance or administration of this trust and the
performance of its duties hereunder (including the costs and expenses of
enforcing this Indenture against the Issuer or any of the Guarantors (including
this Section 7.06) or defending itself against any claim whether asserted by any
Holder, the Issuer or any Guarantor, or liability in connection with the
acceptance, exercise or performance of any of its powers or duties hereunder).
The Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the
Issuer of its obligations hereunder. The Issuer shall defend the claim and the
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith.

                  The obligations of the Issuer under this Section 7.06 shall
survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee.

                  To secure the payment obligations of the Issuer and the
Guarantors in this Section 7.06, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the Trustee, except that
held in trust to pay principal and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                                       72
<PAGE>

Section 7.07      Replacement of Trustee.
                  ----------------------

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.07. The Trustee may
resign in writing at any time upon 30 days' prior written notice to the Issuer
and be discharged from the trust hereby created by so notifying the Issuer. The
Required Holders may remove the Trustee by so notifying the Trustee and the
Issuer in writing. The Issuer may remove the Trustee if:

                  (a)      the Trustee fails to comply with Section 7.09 hereof;

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

                  (c) a custodian or public  officer takes charge of the Trustee
or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Required Holders may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuer.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the
Issuer's expense), the Issuer or the Holders of at least 10% in principal amount
of the then outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder who has
been a Holder for at least six months, fails to comply with Section 7.09 hereof,
such Holder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall deliver a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.06 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.07, the Issuer's obligations under Section 7.06 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.08      Successor Trustee by Merger, etc.
                  --------------------------------

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

Section 7.09      Eligibility; Disqualification.
                  -----------------------------

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of

                                       73
<PAGE>

America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100,000,000.00 as set forth in its most recent published annual report of
condition.

                                   ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.
                  --------------------------------------------------------

                  The Issuer may at any time, at the option of its Board of
Directors evidenced by a resolution set in an Officer's Certificate, elect to
have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02      Legal Defeasance and Discharge.
                  ------------------------------

                  Upon the Issuer's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Issuer and each of the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from their obligations with respect to
all outstanding Notes and Guarantees on the date the conditions set forth below
are satisfied ("Legal Defeasance"). For this purpose, Legal Defeasance means
that the Issuer and the Guarantors shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture including that of the Guarantors (and the Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

                  (a) the  rights of Holders  of Notes to  receive  payments  in
respect of the  principal  of,  premium,  if any, and interest on the Notes when
such payments are due solely out of the trust created pursuant to this Indenture
referred to in Section 8.04 hereof;

                  (b) the Issuer's  obligations with respect to Notes concerning
issuing temporary Notes, registration of such Notes, mutilated,  destroyed, lost
or stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

                  (c) the rights,  powers,  trusts, duties and immunities of the
Trustee,  and  the  Issuer's  and  the  Guarantors'  obligations  in  connection
therewith; and

                  (d) this Section 8.02.
                           ------------

                  Subject to compliance with this Article 8, the Issuer may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03      Covenant Defeasance.
                  -------------------

                  Upon the Issuer's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Issuer and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their obligations under the covenants contained in Sections
4.03, 4.04, and 4.06 through 4.19 hereof and clauses (iv) and (v) of Section
5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are

                                       74
<PAGE>

satisfied ("Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Issuer's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through (k) hereof shall not constitute
Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.
                  ------------------------------------------

                  The following  shall be the conditions to the  application  of
either Section 8.02 or 8.03 hereof to the  outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance with respect to the Notes:

                  (a) the Issuer must irrevocably  deposit with the Trustee,  in
trust,  for the  benefit  of the  Holders of the  Notes,  cash in U.S.  dollars,
Government  Securities,  or a  combination  thereof,  in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants,  to pay the principal of, premium,  if any, and interest due on the
Notes on the date of Stated Maturity or on the redemption  date, as the case may
be, of such principal, premium, if any, or interest on such Notes and the Issuer
must  specify  whether  such  Notes  are  being  defeased  to  maturity  or to a
particular redemption date;

                  (b) in the case of Legal  Defeasance,  the  Issuer  shall have
delivered  to the  Trustee an Opinion of Counsel  reasonably  acceptable  to the
Trustee confirming that, subject to customary assumptions and exclusions,

                           (i) the Issuer has received  from,  or there has been
         published by, the United States Internal Revenue Service a ruling, or

                           (ii) since the issuance of the Notes,  there has been
         a change in the applicable U.S. federal income tax law, in either case
         to the effect that,  and based  thereon  such Opinion of Counsel  shall
         confirm that,  subject to customary  assumptions  and  exclusions,  the
         Holders and Beneficial  Owners of the Notes will not recognize  income,
         gain or loss for U.S. federal income tax purposes, as applicable,  as a
         result of such Legal  Defeasance  and will be  subject to U.S.  federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would  have  been the case if such  Legal  Defeasance  had not
         occurred;

                  (c) in the case of Covenant Defeasance,  the Issuer shall have
delivered  to the  Trustee an Opinion of Counsel  reasonably  acceptable  to the
Trustee  confirming that, subject to customary  assumptions and exclusions,  the
Holders and Beneficial  Owners of the Notes will not recognize  income,  gain or

                                       75
<PAGE>

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

                  (d) the Issuer shall have  delivered to the Trustee an Opinion
of Counsel  reasonably  acceptable to the Trustee  confirming  that,  subject to
customary  assumptions and exclusions,  the Holders and Beneficial  Owner of the
Notes will not recognize income,  gain or loss for U.K. tax purposes as a result
of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be
subject to such U.K. tax on the same amounts, in the same manner and at the same
times  as  would  have  been  the  case if such  Legal  Defeasance  or  Covenant
Defeasance, as the case may be, had not occurred, and no withholding Tax will be
imposed by the United Kingdom (or any political subdivision of, or any authority
in, or of, the United  Kingdom having the power to tax) on any payments under or
in  respect  of the  Notes as a result  of such  Legal  Defeasance  or  Covenant
Defeasance, as the case may be;

                  (e) no Default (other than that resulting from borrowing funds
to be applied to make such  deposit  and any similar  and  simultaneous  deposit
relating  to  other  Indebtedness,  and in each  case the  granting  of Liens in
connection  therewith) shall have occurred and be continuing on the date of such
deposit;

                  (f) such Legal  Defeasance  or Covenant  Defeasance  shall not
result in a breach or violation  of, or  constitute  a default  under the Credit
Facilities  or any other  material  agreement  or  instrument  (other  than this
Indenture) to which,  Holdings or any of its Subsidiaries is a party or by which
Holdings or any of its Subsidiaries is bound (other than that resulting from any
borrowing  of funds to be applied to make the  deposit  required  to effect such
Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit
relating  to  other  Indebtedness,  and the  granting  of  Liens  in  connection
therewith);

                  (g) the Issuer shall have  delivered to the Trustee an Opinion
of Counsel to the effect  that,  as of the date of such  opinion  and subject to
customary assumptions and exclusions following the deposit, the trust funds will
not be subject to the  effect of  Section  547 of Title 11 of the United  States
Code;

                  (h)  the  Issuer  shall  have  delivered  to  the  Trustee  an
Officer's  Certificate  stating that the deposit was not made by the Issuer with
the intent of defeating,  hindering, delaying or defrauding any creditors of the
Issuer or any Guarantor or others; and

                  (i)  the  Issuer  shall  have  delivered  to  the  Trustee  an
Officer's Certificate and an Opinion of Counsel (which Opinion of Counsel may be
subject  to  customary   assumptions  and  exclusions)  each  stating  that  all
conditions  precedent  provided for or relating to the Legal  Defeasance  or the
Covenant Defeasance, as the case may be, have been complied with.

Section 8.05      Deposited Money and Government Securities to Be Held in
                  Trust; Other Miscellaneous Provisions.
                  -------------------------------------

                  Subject to Section 8.06 hereof, all money and Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Issuer or a Guarantor acting as Paying

                                       76
<PAGE>

Agent) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon the
request of the Issuer any money or Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06      Repayment to Issuer.
                  -------------------

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of, premium,
if any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Issuer on its request or (if then held by the Issuer) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuer for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Issuer
as trustee thereof, shall thereupon cease.

Section 8.07      Reinstatement.
                  -------------

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided that, if the Issuer makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

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

                  Notwithstanding Section 9.02 hereof, the Issuer and the
Trustee may amend or supplement this Indenture and any Guarantee or Notes
without the consent of any Holder:

                  (a) to  provide  for  uncertificated  Notes of such  series in
addition to or in place of certificated Notes;

                  (b) to comply with Section 5.01 hereof;

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<PAGE>

                  (c)  to  secure  the  Notes  as  required  by  this  Indenture
including pursuant to Section 4.08;

                  (d) to evidence and provide for the acceptance and appointment
under  this  Indenture  of  a  successor  Trustee  thereunder  pursuant  to  the
requirements thereof;

                  (e) to provide for the  issuance of exchange  notes or private
exchange  notes,  which are identical to exchange notes except that they are not
freely transferable;

                  (f) to add a Guarantor under this Indenture;

                  (g) during any period  that is not a Holding  Period,  to make
any amendment to the provisions of this  Indenture  relating to the transfer and
legending of Notes as permitted by this Indenture, including, without limitation
to facilitate the issuance and administration of the Notes;  provided,  however,
that, (i) compliance with this Indenture as so amended would not result in Notes
being  transferred  in  violation  of  the  Securities  Act  or  any  applicable
securities law and (ii) such  amendment does not adversely  affect the rights of
Holders to transfer Notes;

                  (h) during any period  that is not a Holding  Period,  to cure
any ambiguity, omission, defect or inconsistency contained herein;

                  (i) during any period that is not a Holding Period,  to add to
the  covenants of the Issuer for the benefit of the Holders or to surrender  any
right or power conferred upon the Issuer or the other Obligors; or

                  (j) during any period  that is not a Holding  Period,  to make
any change that does not  adversely  affect the legal  rights  hereunder  of any
Holder.

                  Upon the request of the Issuer accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 and 9.05 hereof, the Trustee shall join with the
Issuer in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

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

                  (a) Except as provided  below in this Section 9.02, the Issuer
and the  Trustee  may  amend or  supplement  this  Indenture,  the Notes and the
Guarantees  with the consent of the  Required  Holders  voting as a single class
(including,  without  limitation,  consents obtained in connection with a tender
offer or  exchange  offer for,  or  purchase  of, the  Notes),  and,  subject to
Sections 6.04 and 6.07 hereof,  any existing  Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of,  premium,
if any, or interest on the Notes,  except a payment  default  resulting  from an
acceleration  that has been  rescinded) or compliance with any provision of this
Indenture,  the  Guarantees  or the Notes may be waived  with the consent of the
Required  Holders  voting as a single  class  (including  consents  obtained  in
connection  with a tender  offer or  exchange  offer for,  or  purchase  of, the
Notes).  Section 2.08 hereof and Section 2.09 hereof shall determine which Notes
are considered to be "outstanding" for the purposes of this Section 9.02.

                                       78
<PAGE>

                  Upon the request of the Issuer accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02 and
9.05 hereof, the Trustee shall join with the Issuer in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.

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

                  (b) Without the consent of each Holder of Notes, an amendment,
supplement or waiver under this Section 9.02 may not:

                           (i)  reduce  the  principal  amount  of  Notes  whose
         Holders must consent to an amendment or waiver;

                           (ii) change the fixed final maturity of any such Note
         or alter or waive the provisions with respect to the redemption of such
         Notes (other than provisions relating to Section 3.10, Section 4.09 and
         Section  4.10  hereof to the extent that any such  amendment  or waiver
         does not have the effect of reducing  the  principal of or changing the
         fixed  final  maturity  of any such Note or  altering  or  waiving  the
         provisions with respect to the redemption of such Notes);

                           (iii)  reduce  the  rate of or  change  the  time for
         payment of interest on any Note;

                           (iv) make any Note  payable in money  other than that
         stated therein;

                           (v)  make  any  change  in  the  provisions  of  this
         Indenture  relating  to the rights of Holders  to receive  payments  of
         principal of or premium, if any, or interest on the Notes;

                           (vi) make any  change  in the  amendment  and  waiver
         provisions of this Section 9.02(b);

                           (vii)  impair  the  right of any  Holder  to  receive
         payment of principal of, or interest on such Holder's Notes on or after
         the due dates therefor or to institute suit for the  enforcement of any
         payment on or with respect to such Holder's Notes; or

                           (viii)   except  as   expressly   permitted  by  this
         Indenture,  modify the  Guarantees in any manner adverse to the Holders
         of the Notes.

Section 9.03      Revocation and Effect of Consents.
                  ---------------------------------

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

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<PAGE>

notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the requisite number
of Holders has been obtained.

Section 9.04      Notation on or Exchange of Notes.
                  --------------------------------

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

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

Section 9.05      Trustee to Sign Amendments, etc.
                  -------------------------------

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuer may not sign an amendment, supplement or waiver until the Board of
Directors approves it. In executing any amendment, supplement or waiver, the
Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall
be fully protected in relying upon, in addition to the documents referred to in
by Section 7.02 hereof, an Officer's Certificate and an Opinion of Counsel
stating that (i) the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture including, Section 9.01(g)(i) and (ii)
and Section 9.01(j) and (ii) that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and any Guarantors party
thereto, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof. Notwithstanding
the foregoing, no Opinion of Counsel will be required for the Trustee to execute
any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.06      Payment for Consent.
                  -------------------

                  Neither the Issuer nor any Affiliate of the Issuer shall,
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 all Holders and is paid to
all Holders that so consent, waive or agree to amend in the time frame set forth
in solicitation documents relating to such consent, waiver or agreement.

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<PAGE>

                                   ARTICLE 10

                                   GUARANTEES

Section 10.01     Guarantee.
                  ---------

                  Subject to this Article 10, each of the Guarantors hereby,
jointly and severally, absolutely and unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Issuer hereunder or thereunder,
that: (a) the principal of, interest, and premium, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, demand,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other Obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same Obligations shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

                  The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuer, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Issuer,
any right to require a proceeding first against the Issuer, protest, notice and
all demands whatsoever and covenants that this Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.

                  Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section 10.01.

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantors, any amount paid either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (a) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantees.

                                       81
<PAGE>

                  Each Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Issuer
for liquidation, reorganization, should the Issuer become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes or Guarantees, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the Notes shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

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

                  The Guarantee issued by any Guarantor shall be a general
senior obligation of such Guarantor.

                  Each payment to be made by a Guarantor in respect of its
Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.

Section 10.02     Limitation on Guarantor Liability.
                  ---------------------------------

                  Each Subsidiary Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that
the guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or
foreign law to the extent applicable to any guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of each Subsidiary Guarantor shall
be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Subsidiary
Guarantor (including, without limitation, all senior Indebtedness of such
Subsidiary Guarantor) that are relevant under such laws and after giving effect
to any collections from, rights to receive contribution from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Subsidiary Guarantor under this Article 10, result in the obligations of such
Subsidiary Guarantor under its guarantee not constituting a fraudulent
conveyance or fraudulent transfer under applicable law. Each Subsidiary
Guarantor that makes a payment under the Guarantee shall be entitled upon
payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Subsidiary Guarantor in an amount equal to such
other Subsidiary Guarantor's pro rata portion of such payment based on the
respective net assets of all the Subsidiary Guarantors at the time of such
payment determined in accordance with GAAP.

Section 10.03     Execution and Delivery.
                  ----------------------

                  To evidence its Guarantee set forth in Section 10.01 hereof,
each Guarantor hereby agrees that this Indenture shall be executed on behalf of
such Guarantor by its President, one of its Vice Presidents or one of its
Assistant Vice Presidents or a Director in the case of each Obligor organized
and operated under the laws of England and Wales.

                                       82
<PAGE>

                  Each Guarantor hereby agrees that its Guarantee set forth in
Section 10.01 hereof shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Notes.

                  If an Officer of a Guarantor whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the
Note, the Guarantee shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantors.

Section 10.04     Subrogation.
                  -----------

                  Each Guarantor shall be subrogated to all rights of Holders of
Notes against the Issuer in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 10.01 hereof; provided that, if an Event
of Default has occurred and is continuing, no Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of
subrogation until all amounts then due and payable by the Issuer under this
Indenture or the Notes shall have been paid in full.

Section 10.05     Benefits Acknowledged.
                  ---------------------

                  Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Guarantee are
knowingly made in contemplation of such benefits.

Section 10.06     Release of Guarantees.
                  ---------------------

                  A Guarantee by a Guarantor shall be automatically and
unconditionally released and discharged, and no further action by such
Guarantor, the Issuer or the Trustee is required for the release of such
Guarantor's Guarantee, upon:

                  (a) (A) any sale, exchange or transfer (by merger or
         otherwise) of the Capital Stock of such Guarantor (including any sale,
         exchange or transfer), after which the applicable Guarantor is no
         longer a Subsidiary of Holdings or all or substantially all the assets
         of such Guarantor, which sale, exchange or transfer is made in
         compliance with the applicable provisions of this Indenture; or (B) the
         Issuer exercising its Legal Defeasance option or Covenant Defeasance
         option in accordance with Article 8 hereof or the Issuer's obligations
         under this Indenture being discharged in accordance with the terms of
         this Indenture; and

                  (b) delivery by such Guarantor to the Trustee and (during any
         period that is a Holding Period, the Holders) of an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for in this Indenture relating to such transaction
         have been complied with.

Section 10.07     Rights of Holders.
                  -----------------

                  The Guarantors consent and agree that the Holders may, at any
time and from time to time, without notice or demand, and without affecting the
enforceability or continuing effectiveness hereof: (i) amend, extend, renew,
compromise, discharge, accelerate or otherwise change the time for payment or
the terms of the Obligations under the Financing Documents or any part thereof;
and (ii) release or substitute one or more of any endorsers or other guarantors
of any of the Obligations under the Financing Documents. Without limiting the

                                       83
<PAGE>

generality of the foregoing, the Guarantors consent to the taking of, or failure
to take, any action which might in any manner or to any extent vary the risks of
the Guarantors under this Guarantee or which, but for this provision, might
operate as a discharge of the Guarantors.

Section 10.08     Certain Waivers.
                  ---------------

                  The Guarantors hereby waive: (i) any defense arising by reason
of any disability or other defense of the Issuer or any Guarantor, or the
cessation from any cause whatsoever (including any act or omission of any
Obligor) of the liability of the Issuer; (ii) any defense based on any claim
that the Guarantors obligations exceed or are more burdensome than those of the
Issuer; (iii) the benefit of any statute of limitations affecting the
Guarantors' liability hereunder; (iv) any right to proceed against the Issuer,
proceed against or exhaust any security for the Obligations under the Financing
Documents, or pursue any other remedy in the power of any Obligor whatsoever;
(v) any benefit of and any right to participate in any security now or hereafter
held by any Obligor; and (vi) to the fullest extent permitted by law, any and
all other defenses or benefits that may be derived from or afforded by
applicable law limiting the liability of or exonerating guarantors or sureties.
The Guarantors expressly waive all setoffs and counterclaims and all
presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other
notices or demands of any kind or nature whatsoever with respect to the
Obligations under the Financing Documents, and all notices of acceptance of the
Guarantee or of the existence, creation or incurrence of new or additional
Obligations under the Financing Documents.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

Section 11.01     Satisfaction and Discharge.
                  --------------------------

                  This Indenture shall be discharged and shall cease to be of
further effect as to all Notes, when either:

                  (a) all Notes theretofore authenticated and delivered,  except
lost,  stolen or destroyed  Notes which have been replaced or paid and Notes for
whose payment money has theretofore been deposited in trust, have been delivered
to the Trustee for cancellation; or

                  (b) (A) all Notes not theretofore delivered to the Trustee for
cancellation  have become due and payable by reason of the making of a notice of
redemption or otherwise,  shall become due and payable within one year or are to
be called for redemption within one year under arrangements  satisfactory to the
Trustee for the giving of notice of redemption  by the Trustee in the name,  and
at the expense,  of the Issuer and the Issuer or any Guarantor have  irrevocably
deposited  or caused to be  deposited  with the  Trustee as trust funds in trust
solely for the  benefit  of the  Holders  of the  Notes,  cash in U.S.  dollars,
Government  Securities,  or a  combination  thereof,  in such amounts as will be
sufficient  without  consideration  of any  reinvestment  of interest to pay and
discharge the entire indebtedness on the Notes not theretofore  delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest to
the date of maturity or redemption;

                      (B) no Default (other than that resulting from
borrowing  funds  to be  applied  to  make  such  deposit  and any  similar  and
simultaneous  deposit  relating  to other  Indebtedness)  with  respect  to this
Indenture or the Notes shall have occurred and be continuing on the date of such
deposit or shall  occur as a result of such  deposit and such  deposit  will not
result in a breach or violation  of, or  constitute  a default  under the Credit

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Facilities  or any other  material  agreement  or  instrument  (other  than this
Indenture)  to which  the  Issuer  or any  Guarantor  is a party or by which the
Issuer or any Guarantor is bound (other than that  resulting  from any borrowing
of funds to be applied to make such  deposit and any  similar  and  simultaneous
deposit relating to other Indebtedness,  and the granting of Liens in connection
therewith);

                      (C) the Issuer has paid or caused to be paid all
sums payable by it under this Indenture; and

                      (D) the Issuer has delivered irrevocable instructions  to
the  Trustee to apply the  deposited  money  toward the  payment of the Notes at
maturity or the redemption date, as the case may be.

                  In addition, the Issuer must deliver an Officer's Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

                  Notwithstanding the satisfaction and discharge of this
Indenture, Section 7.06 shall survive and if money shall have been deposited
with the Trustee pursuant to subclause (A) of clause (b) of this Section 11.01,
the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02     Application of Trust Money.
                  --------------------------

                  Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 11.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof 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 Issuer's and any Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01 hereof; provided that if the Issuer has made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01     Notices.
                  -------

                  Any notice or communication by the Issuer, any Guarantor or
the Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (or registered or certified, return receipt
requested), fax or overnight air courier guaranteeing next day delivery, to the
others' address:

                                       85
<PAGE>


                  If to the Issuer and/or any Guarantor:

                   Trinity Acquisition Limited
                   c/o Willis Group Holdings Limited
                   51 Lime Street
                   London EI
                   United Kingdom

                   Fax No.: 44 (0)20 3124 7183
                   Attention:  Adam G. Ciongoli

                   with a copy to:

                   Willis Legal
                   One World Financial Center
                   200 Liberty Street
                   New York, NY 10281

                   Fax No.: 212-519-5407
                   Attention:  Adam G. Ciongoli

                   with a copy to:

                   Weil Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, NY 10153
                   Fax No.:  (212) 310-8007
                   Attention:  Michael J. Aiello, Esq.

                   If to the Trustee:
                   The Bank of New York Mellon
                   101 Barclay Street, 4E
                   New York, NY 10286
                   Attention: Corporate Trust Global Finance Unit
                   Fax No.: (212) 815-5366


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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: (i) at the time delivered by
hand, if personally delivered; (ii) five calendar days after being deposited in
the mail, postage prepaid, if mailed by first-class mail; (iii) when receipt
acknowledged, if faxed; (iv) and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery;
provided that any notice or communication delivered to the Trustee shall be
deemed effective upon actual receipt thereof.

                  Any notice or communication to a Holder shall be mailed by
first-class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

                                       86
<PAGE>

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

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

                  In addition to the foregoing, the Trustee agrees to accept and
act upon instructions or directions pursuant to this Indenture sent by unsecured
electronic methods; provided, however, that (a) the party providing such written
instructions, subsequent to such transmission or written instructions, shall
provide the originally executed instructions or directions to the Trustee in a
timely manner, and (b) such originally executed instructions or directions shall
be signed by an authorized representative of the party providing such
instructions or directions. If the party elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee's
understanding of such instructions shall be deemed controlling. The Trustee
shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee's reliance upon and compliance with such
instructions notwithstanding if such instructions conflict or are inconsistent
with a subsequent written instruction. The party providing electronic
instructions agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk or interception and misuse by third parties.

Section 12.02     Service of Process.
                  ------------------

                  Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 12.01. In addition,
each Obligor not organized in the US or a State thereof (each such Obligor a
"Foreign Obligor") hereby irrevocably appoints CT Corporation System (the
"Process Agent") with an office on the date hereof at 111 Eighth Avenue, New
York, NY 10011, as its agent to receive on behalf of such Obligor and its
property service of copies of the summons and complaint and any other process
which may be served in any such action or proceeding. Such service may be made
by mailing or delivering a copy of such process to such Obligor in care of the
Process Agent at the Process Agent's address above, and such Obligor hereby
irrevocably authorizes and directs the Process Agent to receive such service on
its behalf. As an alternative method of service, each Obligor also irrevocably
consents to the service of any and all process in any such action or proceeding
by the mailing of copies of such process to such Obligor at its address
specified in Section 12.01 (such service to be effective seven days after
mailing thereof). Each Foreign Obligor covenants and agrees that it shall take
any and all reasonable action, including the execution and filing of any and all
documents, that may be necessary to continue the designation of the Process
Agent above in full force and effect, and to cause the Process Agent to continue
to act in such capacity.

                  Nothing in this Section 12.02 shall affect the right of any
Purchaser or the Trustee to serve legal process in any other manner permitted by
applicable law or affect the right of any Purchaser or the Trustee to bring any
suit, action or proceeding against each Obligor or its property in the courts of
other jurisdictions, including England and Wales.

Section 12.03     Certificate and Opinion as to Conditions Precedent.
                  --------------------------------------------------

                  Upon any request or application by the Issuer or any of the
Guarantors to the Trustee to take any action under this Indenture, the Issuer or
such Guarantor, as the case may be, shall furnish to the Trustee upon request:

                                       87
<PAGE>

                  (a) An Officer's  Certificate in form and substance reasonably
satisfactory  to the Trustee  (which shall include the  statements  set forth in
Section 12.04 hereof) stating that, in the opinion of the signer, all conditions
precedent and covenants,  if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

                  (b) An Opinion of  Counsel  in form and  substance  reasonably
satisfactory  to the Trustee  (which shall include the  statements  set forth in
Section  12.04 hereof)  stating  that, in the opinion of such counsel,  all such
conditions precedent and covenants have been satisfied.

Section 12.04     Statements Required in Certificate or Opinion.
                  ---------------------------------------------

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

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

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

                  (c) a statement that, in the opinion of such Person, he or she
has made such  examination or investigation as is necessary to enable him or her
to express an informed  opinion as to whether or not such  covenant or condition
has been  complied  with  (and,  in the case of an Opinion  of  Counsel,  may be
limited to reliance on an Officer's Certificate as to matters of fact); and

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

Section 12.05     Rules by Trustee and Agents.
                  ---------------------------

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

Section 12.06     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.
                  ------------

                  No director, officer, employee, incorporator or stockholder of
the Issuer or any Guarantor or any of their parent companies shall have any
liability for any obligations of the Issuer or the Guarantors under the Notes,
the Guarantees or this Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Holder by accepting Notes
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 12.07     Governing Law.
                  -------------

                  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.08     Waiver of Jury Trial.
                  --------------------

                  EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

                                       88
<PAGE>

THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.09     Force Majeure.
                  -------------

                  In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services; it being
understood that the Trustee shall use reasonable efforts, which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.

Section 12.10     No Adverse Interpretation of Other Agreements.
                  ---------------------------------------------

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

Section 12.11     Successors.
                  ----------

                  All agreements of the Issuer in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each Guarantor in this Indenture shall
bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.12     Severability.
                  ------------

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

Section 12.13     Counterpart Originals.
                  ---------------------

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

Section 12.14     Table of Contents, Headings, etc.
                  --------------------------------

                  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 shall
in no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       89
<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Indenture
as of the date first written above.



                             TRINITY ACQUISITION LIMITED


                             By:      _____________________________
                             Name:
                             Title:

                             WILLIS GROUP HOLDINGS LIMITED


                             By:      _____________________________
                             Name:
                             Title:

                             WILLIS INVESTMENT UK HOLDINGS LIMITED

                             TA I LIMITED

                             TA II LIMITED

                             TA III LIMITED

                             TA IV LIMITED

                             WILLIS GROUP LIMITED


                             By:      _____________________________
                             Name:
                             Title:

                             WILLIS NORTH AMERICA INC.


                             By:      _____________________________
                             Name:
                             Title:


<PAGE>


                                       THE BANK OF NEW YORK MELLON,
                                       as Trustee



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