INDENTURE

EXHIBIT 4.1(a)

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STANDARD PACIFIC CORP.

SENIOR DEBT SECURITIES

INDENTURE

DATED AS OF _______________, 1998

_________________, TRUSTEE

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TABLE OF CONTENTS

Page
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ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE............................................ 1

Section 1.01. Definitions.................................................................... 1
Section 1.02. Other Definitions.............................................................. 7
Section 1.03. Incorporation by Reference of Trust Indenture Act.............................. 7
Section 1.04. Rules of Construction.......................................................... 7

ARTICLE TWO THE SECURITIES........................................................................ 8

Section 2.01. Form and Dating................................................................ 8
Section 2.02. Execution and Authentication................................................... 9
Section 2.03. Registrar and Paying Agent..................................................... 10
Section 2.04. Paying Agent to Hold Money in Trust............................................ 10
Section 2.05. Securityholder Lists........................................................... 10
Section 2.06. Transfer and Exchange.......................................................... 11
Section 2.07. Replacement Securities......................................................... 11
Section 2.08. Outstanding Securities......................................................... 11
Section 2.09. Temporary Securities........................................................... 12
Section 2.10. Cancellation................................................................... 12
Section 2.11. Defaulted Interest............................................................. 12
Section 2.12. Treasury Securities............................................................ 13
Section 2.13. CUSIP Numbers.................................................................. 13
Section 2.14. Deposit of Moneys.............................................................. 13
Section 2.15. Book-Entry Provisions for Global Security...................................... 13

ARTICLE THREE REDEMPTION.......................................................................... 14

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

ARTICLE FOUR COVENANTS............................................................................ 16

Section 4.01. Payment of Securities.......................................................... 16
Section 4.02. Maintenance of Office or Agency................................................ 16
Section 4.03. Compliance Certificate......................................................... 17
Section 4.04. Payment of Taxes; Maintenance of Corporate Existence;
Maintenance of Properties...................................................... 17

ARTICLE FIVE SUCCESSOR CORPORATION................................................................ 18

Section 5.01. When Company May Merge, etc.................................................... 18

ARTICLE SIX DEFAULTS AND REMEDIES................................................................. 18

Section 6.01. Events of Default.............................................................. 18
Section 6.02. Acceleration................................................................... 20
Section 6.03. Other Remedies................................................................. 20
Section 6.04. Waiver of Existing Defaults.................................................... 21
Section 6.05. Control by Majority............................................................ 21
Section 6.06. Limitation on Suits............................................................ 21
Section 6.07. Rights of Holders to Receive Payment........................................... 22
Section 6.08. Collection Suit by Trustee..................................................... 22
Section 6.09. Trustee May File Proofs of Claim............................................... 22
Section 6.10. Priorities..................................................................... 22
Section 6.11. Undertaking for Costs.......................................................... 23

ARTICLE SEVEN TRUSTEE............................................................................. 23

Section 7.01. Duties of Trustee.............................................................. 23
Section 7.02. Rights of Trustee.............................................................. 24
Section 7.03. Individual Rights of Trustee................................................... 25
Section 7.04. Trustee's Disclaimer........................................................... 25
Section 7.05. Notice of Defaults............................................................. 25
Section 7.06. Reports by Trustee to Holders.................................................. 25
Section 7.07. Compensation and Indemnity..................................................... 26
Section 7.08. Replacement of Trustee......................................................... 26
Section 7.09. Successor Trustee by Merger, etc............................................... 27
Section 7.10. Eligibility; Disqualification.................................................. 27
Section 7.11. Preferential Collection of Claims Against Company.............................. 27

ARTICLE EIGHT DISCHARGE OF INDENTURE.............................................................. 27

Section 8.01. Defeasance upon Deposit of Moneys or U.S. Government
Obligations.................................................................... 27
Section 8.02. Survival of the Company's Obligations.......................................... 30
Section 8.03. Application of Trust Money..................................................... 30
Section 8.04. Repayment to the Company....................................................... 30
Section 8.05. Reinstatement.................................................................. 31

ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS.................................................. 31

Section 9.01. Without Consent of Holders..................................................... 31
Section 9.02. With Consent of Holders........................................................ 32
Section 9.03. Compliance with Trust Indenture Act............................................ 33

Section 9.04. Revocation and Effect of Consents............................................... 33
Section 9.05. Notation on or Exchange of Securities........................................... 33
Section 9.06. Trustee to Sign Amendments, etc................................................. 34

ARTICLE TEN MISCELLANEOUS.......................................................................... 34

Section 10.01. Trust Indenture Act Controls................................................... 34
Section 10.02. Notices........................................................................ 34
Section 10.03. Communications by Holders with Other Holders................................... 35
Section 10.04. Certificate and Opinion as to Conditions Precedent............................. 35
Section 10.05. Statements Required in Certificate or Opinion.................................. 35
Section 10.06. Rules by Trustee and Agents.................................................... 36
Section 10.07. Legal Holidays................................................................. 36
Section 10.08. Governing Law.................................................................. 36
Section 10.09. No Adverse Interpretation of Other Agreements.................................. 36
Section 10.10. No Recourse Against Others..................................................... 36
Section 10.11. Successors and Assigns......................................................... 36
Section 10.12. Duplicate Originals............................................................ 36
Section 10.13. Severability................................................................... 36

iii

CROSS-REFERENCE TABLE

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

TIA Indenture Section Section
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310(a)(1)........................................................................... 7.10
(a)(2).............................................................................. 7.10
(a)(3).............................................................................. N.A.
(a)(4).............................................................................. N.A.
(b)................................................................................. 7.08; 7.10; 10.02
310(a).............................................................................. 7.10
(b)................................................................................. 7.10
(c)................................................................................. N.A.
312(a).............................................................................. 2.05
(b)................................................................................. 10.03
(c)................................................................................. 10.03
313(a).............................................................................. 7.06
(b)(1).............................................................................. N.A.
(b)(2).............................................................................. 7.06
(c)................................................................................. 10.02
(d)................................................................................. 7.06
314(a).............................................................................. 4.02; 10.02
(b)................................................................................. N.A.
(c)(1).............................................................................. 10.04
(c)(2).............................................................................. 10.04
(c)(3).............................................................................. N.A.
(d)................................................................................. N.A.
(e)................................................................................. 10.05
315(a).............................................................................. 7.01(b)
(b)................................................................................. 7.05; 10.02
(c)................................................................................. 7.01(a)
(d)................................................................................. 7.01(c)
(e)................................................................................. 6.10
316(a)(last sentence)............................................................... 10.06
(a)(1)(A)........................................................................... 6.05
(a)(1)(B)........................................................................... 6.04
(a)(2).............................................................................. N.A.
(b)................................................................................. 6.07
317(a)(1)........................................................................... 6.08
(a)(2).............................................................................. 6.09
(b)................................................................................. 2.04
318(a).............................................................................. 10.01

N.A. means Not Applicable.

INDENTURE dated as of ______, 1998, by and between STANDARD PACIFIC CORP.,
a Delaware corporation (the "Company"), and (the "Trustee").

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's debt securities issued
under this Indenture (the "Securities"):

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.
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"Affiliate" means, when used with reference to a specified person, any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Person specified.

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

"Attributable Debt" means, with respect to any Capitalized Lease
Obligations, the capitalized amount thereof determined in accordance with GAAP.

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

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

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

"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in
such Person's capital stock or other equity interests, and options, rights or
warrants to purchase such capital stock or other equity interests, whether now
outstanding or issued after the applicable Issue Date, including, without
limitation, all Disqualified Stock and Preferred Stock.

"Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligations will be the capitalized amount thereof determined in
accordance with GAAP.

"Change of Control Provisions" has the meaning set forth in the definition
of "Disqualified Stock" below.

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

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

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

"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final maturity date of the Securities of the applicable Series or (ii) is
convertible into or exchangeable or exercisable for (whether at the option of
the issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) above, in each case, at any time prior to the final maturity
date of the Securities of the applicable Series; provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof (or the holders of any security into or for which
such Capital Stock is convertible, exchangeable or exercisable) the right to
require the Company to repurchase or redeem such Capital Stock upon the
occurrence of a change in control occurring prior to the final maturity date of
the Securities of the applicable Series shall not constitute Disqualified Stock
if the change in control provisions applicable to such Capital Stock are no more
favorable to such holders than any provisions described in the Authorizing
Resolution or supplemental indenture pertaining to the Securities of the
applicable Series ("Change of Control Provisions") and such Capital Stock
specifically provides that the Company will not repurchase or redeem any such
Capital Stock pursuant to such provisions prior to the Company's repurchase of
the Securities of the applicable Series to the extent required pursuant to any
such Change of Control Provisions.

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

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

"Indebtedness" of any Person means, without duplication, (i) any liability
of such Person (a) for borrowed money or under any reimbursement obligation
relating to a letter of credit or other similar instruments (other than standby
letters of credit issued for the benefit of or surety, performance, completion
or payment xxxxx, xxxxxxx money notes or similar purpose undertakings or
indemnifications issued by, such Person in the ordinary course of business), (b)
evidenced by a bond, note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind or with

services incurred in connection with capital expenditures (other than any
obligation to pay a contingent purchase price which, as of the date of
incurrence thereof is not required to be recorded as a liability in accordance
with GAAP), or (c) in respect of Capitalized Lease Obligations (to the extent of
the Attributable Debt in respect thereof), (ii) any Indebtedness of others that
such Person has guaranteed to the extent of the guarantee, (iii) to the extent
not otherwise included, the obligations of such Person under Currency Agreements
or Interest Protection Agreements to the extent recorded as liabilities not
constituting Interest Incurred, net of amounts recorded as assets in respect of
such agreements, in accordance with GAAP, and (iv) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, that Indebtedness shall not include
accounts payable, liabilities to trade creditors of such Person or other accrued
expenses arising in the ordinary course of business. The amount of Indebtedness
of any Person at any date shall be (a) the outstanding balance at such date of
all unconditional obligations as described above, net of any unamortized
discount to be accounted for as Interest Expense, in accordance with GAAP, (b)
the maximum liability of such Person for any contingent obligations under clause
(ii) above at such date, net of, any unamortized discount to be accounted for as
Interest Expense in accordance with GAAP and (c) in the case of clause (iv)
above, the lesser of (1) the fair market value of any asset subject to a Lien
securing the Indebtedness of others on the date that the Lien attaches and (2)
the amount of the Indebtedness secured.

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

"Interest Expense" of any Person for any period means, without duplication,
the aggregate amount of (i) interest which, in conformity with GAAP, would be
set opposite the caption "interest expense" or any like caption on an income
statement for such Person (including, without limitation, imputed interest
included in Capitalized Lease Obligations, all commissions, discounts and other
fees and charges owned with respect to letters of credit and bankers' acceptance
financing, the net costs (but reduced by net gains) associated with Currency
Agreements and Interest Protection Agreements, amortization of other financing
fees and expenses, the interest portion of any deferred payment obligation,
amortization of discount or premium, if any, and all other noncash interest
expense other than interest and other charges amortized to cost of sales), and
(ii) all interest actually paid by the Company or a Restricted Subsidiary under
any guarantee of Indebtedness (including, without limitation, a guarantee of
principal, interest or any combination thereof) of any Person other than the
Company or any Restricted Subsidiary during such period; provided, that Interest
Expense shall exclude any expense associated with the complete write-off of
financing fees and expenses in connection with the repayment of any
Indebtedness.

"Interest Protection Agreement" of any Person means any interest rate swap
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates with respect to Indebtedness
permitted to be incurred under this Indenture.

"Investments" of any Person means (i) all investments by such Person in any
other Person in the form of loans, advances or capital contributions, (ii) all
guarantees of Indebtedness or other obligations of any other Person by such
person, (iii) all purchases (or other acquisitions for consideration) by such
Person of Indebtedness, Capital Stock or other securities of any other Person
and (iv) all other items that would be classified as investments in any other
Person (including, without limitation, purchases of assets outside the ordinary
course of business) on a balance sheet of such Person prepared in accordance
with GAAP.

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

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

"Non-Recourse Indebtedness" with respect to any Person means Indebtedness
of such Person for which (i) the sole legal recourse for collection of principal
and interest on such Indebtedness is against the specific property identified in
the instruments evidencing or securing such Indebtedness and such property was
acquired with the proceeds of such Indebtedness or such Indebtedness was
incurred within 90 days after the acquisition of such property and (ii) no other
assets of such Person may be realized upon in collection of principal or
interest on such Indebtedness. Indebtedness which is otherwise Non-Recourse
Indebtedness will not lose its character as Non-Recourse Indebtedness because
there is recourse to the borrower, any guarantor or any other Person for (i)
environmental warranties and indemnities, or (ii) indemnities for and
liabilities arising from fraud, misrepresentation, misapplication or non-payment
of rents, profits, insurance and condemnation proceeds and other sums actually
received by the borrower from secured assets to be paid to the lender, waste and
mechanics' liens.

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

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

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

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

"Preferred Stock" of any Person means all Capital Stock of such Person
which has a preference in liquidation or with respect to the payment of
dividends.

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

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

"Restricted Subsidiary" means any Subsidiary of the Company which is not an
Unrestricted Subsidiary.

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

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

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

"Significant Subsidiary" means any Subsidiary of the Company which would
constitute a "significant subsidiary" as defined in Rule 1.02 of Regulation S-X
under the Securities Act and the Exchange Act.

"Subsidiary" of any Person means any corporation or other entity of which a
majority of the Capital Stock having ordinary voting power to elect a majority
of the Board of Directors or other persons performing similar functions is at
the time directly or indirectly owned or controlled by such Person.

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

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

"Trust Officer" means the Chairman of the Board, the President, any Vice
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

"United States" means the United States of America.

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

"Unrestricted Subsidiary" means any Subsidiary of the Company so designated
by a resolution adopted by the Board of Directors of the Company as provided
below; provided that (a) the holders of Indebtedness thereof do not have direct
or indirect recourse against the Company or any Restricted Subsidiary, and
neither the Company nor any Restricted Subsidiary otherwise has liability, for
any payment obligations in respect of such Indebtedness (including any
undertaking, agreement or instrument evidencing such Indebtedness), except, (i)
in each case, to the extent that the amount thereof constitutes a "restricted
payment" permitted to be made under any provisions set forth limiting the making
or paying of a "restricted payment" under the Authorizing Resolution or
supplemental indenture pertaining to an applicable Series ("Restricted Payment
Provisions"), (ii) in the case of Non-Resource Indebtedness, to the extent such
recourse or liability is for the matters discussed in the last sentence of the
definition of "Non-Recourse Indebtedness," or (iii) to the extent such
Indebtedness is a guarantee by such Subsidiary of Indebtedness of the Company or
a Restricted Subsidiary and (b) no holder of any Indebtedness of such Subsidiary
shall have a right to declare a default on such Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity as a
result of a default on any Indebtedness of the Company or any Restricted
Subsidiary. Subject to the foregoing, the Board of Directors of the Company may
designate any Subsidiary to be an Unrestricted Subsidiary; provided, however,
that (i) the net amount (the "Designation Amount") then outstanding of all
previous Investments by the Company and the Restricted Subsidiaries in such
Subsidiary will be deemed to be a "restricted payment" pursuant to any
Restricted Payment Provisions at the time of such designation and will reduce
the amount available for other restricted payments under any Restricted Payment
Provisions, to the extent provided therein, (ii) the Company must be permitted
under any Restricted Payment Provisions to make the "restricted payment" deemed
to have been made pursuant to clause (i), and (iii) after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. The Board of Directors of the Company may also redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
(i) the Indebtedness of such Unrestricted Subsidiary as of the date of such
redesignation could then be incurred under any provisions set forth limiting the
incurrence of Indebtedness under the Authorizing Resolution or supplemental
indenture pertaining to an applicable Series ("Debt Limitation Provisions"),
(ii) immediately after giving effect to such redesignation and the incurrence of
any such additional Indebtedness, the Company and the Restricted Subsidiaries
could incur $1.00 of additional Indebtedness under any debt incurrence covenant
ratio set forth in any Debt Limitation Provisions and (iii) the Liens of such
Unrestricted Subsidiary as of the date of such redesignation could then be
incurred in accordance with any provisions set forth limiting the creation or
existence of Liens under the Authorizing Resolution or supplemental indenture
pertaining to an applicable Series ("Lien Limitation Provisions"). Any such
designation or redesignation by the Board of Directors of the Company will be
evidenced to the Trustee by the filing with the Trustee of a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation or redesignation and an Officers' Certificate certifying that such
designation or redesignation complied with the foregoing conditions and setting
forth the underlying calculations of such Officers' Certificate. The

designation of any Person as an Unrestricted Subsidiary shall be deemed to
include a designation of all Subsidiaries of such Person as Unrestricted
Subsidiaries; provided, however, that the ownership of the general partnership
interest (or a similar member's interest in a limited liability company) by an
Unrestricted Subsidiary shall not cause a Subsidiary of the Company of which
more than 95% of the equity interest is held by the Company or one or more
Restricted Subsidiaries to be deemed an Unrestricted Subsidiary.

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

Term Defined in Section

"Agent Members"............................................ 2.15
"Business Day"............................................. 10.07
"Custodian"................................................ 6.01
"Depository"............................................... 2.15
"Event of Default"......................................... 6.01
"Legal Holiday"............................................ 10.07
"Paying Agent"............................................. 2.03
"Registrar"................................................ 2.03

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

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

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture Securityholder" means a Securityholder.

"indenture to be qualified" means this Indenture.

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

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

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

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

Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions.

ARTICLE TWO

THE SECURITIES

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

The aggregate principal amount of Securities that may be issued under this
Indenture is unlimited. The Securities may be issued from time to time in one
or more Series. Each Series shall be created by an Authorizing Resolution or a
supplemental indenture that establishes the terms of the Series, which may
include the following:

(1) the title of the Series;

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

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

(4) the date from which interest will accrue;

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

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

(7) the Registrar and Paying Agent;

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

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

(10) the denominations in which Securities are issuable;

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

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

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

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

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

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

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

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

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

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

(21) whether any Securities will have guarantees; and

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

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

The creation and issuance of a Series and the authentication and delivery
thereof are not subject to any conditions precedent.

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

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

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

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

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

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

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

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

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

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

Each Paying Agent shall hold in trust for the benefit of Securityholders
and the Trustee all money held by the Paying Agent for the payment of principal
of or interest on the Securities, and shall notify the Trustee of any default by
the Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon doing so the Paying Agent shall have no further liability
for the money.

Section 2.05. Securityholder Lists.
--------------------

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least 5 Business Days before each semiannual interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

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

Where a Security is presented to the Registrar or a co-Registrar with a
request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of Section 8-401(1) of the New York Uniform
Commercial Code are met. Where Securities are presented to the Registrar or a
co-Registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit transfers and exchanges,
the Trustee shall authenticate Securities at the Registrar's request. The
Registrar need not transfer or exchange any Security selected for redemption,
except the unredeemed part thereof if the Security is redeemed in part, or
transfer or exchange any Securities for a period of 15 days before a selection
of Securities to be redeemed. Any exchange or transfer shall be without charge,
except that the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto except in
the case of exchanges pursuant to 2.09, 3.06, or 9.05 not involving any
transfer.

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

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

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

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

Securities outstanding at any time are all Securities authenticated by the
Trustee except for those cancelled by it and those described in this Section. A
Security does not cease to be outstanding because the Company or one of its
Affiliates holds the Security.

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

If the Paying Agent holds on a redemption date or maturity date money
sufficient to pay Securities payable on that date, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

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

Section 2.09. Temporary Securities.
--------------------

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

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

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

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

If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest plus any interest payable on the defaulted
interest to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Securityholder a notice that
states the record date, the payment date and the amount of defaulted interest to
be paid. On or before the date such notice is mailed, the Company shall deposit
with the Paying Agent money sufficient to pay the amount of defaulted interest
to be so paid. The Company may pay defaulted interest in any other lawful
manner if, after notice given by the Company to the Trustee of the proposed
payment, such manner of payment shall be deemed practicable by the Trustee.

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

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

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

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

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

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

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

(a) Any global Security of a Series initially shall (i) be registered in
the name of the depository who shall be identified in the Authorizing Resolution
or supplemental indenture relating to such Securities (the "Depository") or the
nominee of such Depository, (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear any required legends.

Members of, or participants in, the Depository ("Agent Members") shall have
no rights under this Indenture with respect to any global Security held on their
behalf by the Depository, or the Trustee as its custodian, or under the global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

(b) Transfers of any global Security shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the global Security may be
transferred or exchanged for definitive Securities in accordance with the rules
and procedures of the Depository. In addition, definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the global Security and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

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

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

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

ARTICLE THREE

REDEMPTION

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

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

If the Company wants to redeem Securities pursuant to Paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date and
the principal amount of Securities to be redeemed. Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to
Holders. Any such cancelled notice shall be void and of no effect.

If the Company wants to credit any Securities previously redeemed, retired
or acquired against any redemption pursuant to Paragraph 6 of the Securities, it
shall notify the Trustee of the amount of the credit and it shall deliver any
Securities not previously delivered to the Trustee for cancellation with such
notice.

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

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

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

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

At least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail, postage prepaid,
to each Holder of Securities to be redeemed.

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

(1) the redemption date;

(2) the redemption price;

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

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

(5) that interest on Securities called for redemption ceases to accrue on
and after the redemption date; and

(6) that the Securities are being redeemed pursuant to the mandatory
redemption or the optional redemption provisions, as applicable.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall deliver to the Trustee at least 15 days prior to the date on which notice
of redemption is to be mailed or such

shorter period as may be satisfactory to the Trustee, an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

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

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

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

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

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

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

ARTICLE FOUR

COVENANTS

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

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

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

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

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

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

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

Section 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance
-----------------------------------------------------------------
of Properties.
-------------

The Company will:

(a) cause to be paid and discharged all lawful taxes, assessments and
governmental charges or levies imposed upon the Company and its Restricted
Subsidiaries or upon the income or profits of the Company and its Restricted
Subsidiaries or upon property or any part thereof belonging to the Company and
its Restricted Subsidiaries before the same shall be in default, as well as all
lawful claims for labor, materials and supplies which, if unpaid, might become a
lien or charge upon such property or any part thereof; provided, however, that
the Company shall not be required to cause to be paid or discharged any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect
the ability of the Company and the Restricted Subsidiaries to pay all
obligations under this Indenture when due; and provided further that the Company
shall not be required to cause to be paid or discharged any such tax,
assessment, charge, levy or claim if, in the judgment of the Company, such
payment shall not be advantageous to the Company in the conduct of its business
and if the failure so to pay or discharge does not, in its judgment, materially
adversely affect the ability of the Company and the Restricted Subsidiaries to
pay all obligations under this Indenture when due;

(b) cause to be done all things necessary to preserve and keep in full
force and effect the corporate existence of the Company and each of its
Restricted Subsidiaries and to comply with all applicable laws; provided,
however, that nothing in this subSection (b) shall prevent a consolidation or
merger of the Company or any Restricted Subsidiary not prohibited by the
provisions of Article Five or any other provision or the Authorizing Resolution
or supplemental indenture pertaining to a Series, and the Company need not
maintain the corporate existence of an immaterial Restricted Subsidiary; and

(c) at all times keep, maintain and preserve all the property of the
Company and the Restricted Subsidiaries in good repair, working order and
condition (reasonable wear and tear excepted) and from time to time make all
needful and proper repairs, renewals, replacements, betterments and improvements
thereto, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided, however, that nothing in
this subSection (c) shall prevent the Company from discontinuing the operation
and maintenance of any such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the ability of the Company and the
Restricted Subsidiaries to pay all obligations under this Indenture when due.

ARTICLE FIVE

SUCCESSOR CORPORATION

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

The Company shall not consolidate with or merge with or into, any other
corporation, or transfer all or substantially all of its assets to, any entity
unless permitted by law and unless (1) the resulting, surviving or transferee
entity, which shall be a corporation organized and existing under the laws of
the United States or a State thereof, assumes by supplemental indenture, in a
form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

To the extent that an Authorizing Resolution or supplemental indenture
pertaining to any Series provides for different provisions relating to the
subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

ARTICLE SIX

DEFAULTS AND REMEDIES

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

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

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

(2) the failure by the Company to pay the principal or premium of any
Security of such Series when the same becomes due and payable at maturity, upon
acceleration or otherwise;

(3) the failure by the Company or any Restricted Subsidiary to comply with
any of its agreements or covenants in, or provisions of, the Securities of such
Series or this Indenture (as they relate thereto) and such failure continues for
the period and after the notice specified below (except in the cast off a
default with respect to any Change of Control Provisions or Article Five

(or any replacement provisions as contemplated by Article Five), which will
constitute Events of Default with notice but without passage of time);

(4) the acceleration of any Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any Restricted Subsidiary in an amount of $____
million or more, individually or in the aggregate, and such acceleration does
not cease to exist, or such Indebtedness is not satisfied, in either case within
five days after such acceleration;

(5) the failure by the Company or any Restricted Subsidiary to make any
principal or interest payment in an amount of $____ million or more,
individually or in the aggregate, in respect of Indebtedness (other than Non-
Resource Indebtedness) of the Company or any Restricted Subsidiary within five
days of such principal or interest becoming due and payable (after giving effect
to any applicable grace period set forth in the documents governing such
Indebtedness);

(6) a final judgment or judgments in an amount of $____ million or more,
individually or in the aggregate, for the payment of money having been entered
by a court or courts of competent jurisdiction against the Company or any of its
Restricted Subsidiaries and such judgment or judgments is not satisfied, stayed,
annulled or rescinded within 60 days of being entered;

(7) the Company or any Restricted Subsidiary that is a Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

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

(D) makes a general assignment for the benefit of its creditors; or

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

(A) is for relief against the Company or any Restricted Subsidiary
that is a Significant Subsidiary as debtor in an involuntary case,

(B) appoints a Custodian of the Company or any Restricted Subsidiary
that is a Significant Subsidiary or a Custodian for all or substantially
all of the property of the Company or any Restricted Subsidiary that is a
Significant Subsidiary, or

(C) orders the liquidation of the Company or any Restricted Subsidiary
that is a Significant Subsidiary, and the order or decree remains unstayed
and in effect for 60 days.

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

The term "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

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

If an Event of Default (other than an Event of Default with respect to the
Company resulting from sub-clauses (7) or (8) above) shall have occurred and be
continuing under the Indenture, the Trustee by notice to the Company, or the
Holders of at least 25 percent in principal amount of the Securities of the
applicable Series then outstanding by notice to the Company and the Trustee, may
declare all Securities of such Series to be due and payable immediately. Upon
such declaration of acceleration, the amounts due and payable on the Securities
of such Series will be due and payable immediately. If an Event of Default with
respect to the Company specified in sub-clauses (7) or (8) above occurs, all
amounts due and payable on the Securities of such Series will ipso facto become
and be immediately due and payable without any declaration, notice or other act
on the part of the Trustee and the Company or any Holder. The Holders of a
majority in principal amount of the Securities of such Series then outstanding
by written notice to the Trustee and the Company may waive any Default or Event
of Default (other than any continuing Default or Event of Default in payment of
principal or interest) with respect to such Series of Securities under the
Indenture. Holders of a majority in principal amount of the then outstanding
Securities of such Series may rescind an acceleration with respect to such
Series and its consequence (except an acceleration due to nonpayment of
principal or interest on the Securities of such Series) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived.

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

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

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

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not

impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

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

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

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

The Holders of a majority in principal amount of the outstanding Securities
of a Series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to such Series. The Trustee, however, may refuse
to follow any direction (i) that conflicts with law or this Indenture, (ii)
that, subject to Section 7.01, the Trustee determines is unduly prejudicial to
the rights of other Securityholders or (iii) that would involve the Trustee in
personal liability.

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

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

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

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

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

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

(5) no written request inconsistent with such written request shall have
been given to the Trustee pursuant to this Section 6.06.

A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

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

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

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

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

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

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

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

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

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

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

Third: to the Company as its interests may appear.

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

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

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

ARTICLE SEVEN

TRUSTEE

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

(a) If an Event of Default has occurred and is continuing, the Trustee
shall, prior to the receipt of directions from the Holders of a majority in
principal amount of the Securities, exercise its rights and powers and use the
same degree of care and skill in their exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

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

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

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

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

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

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

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

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

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

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

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

Subject to Section 7.01:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, the Trustee shall mail to each Securityholder a brief
report dated as of such May 15 that complies with TIA (S)313(a) (but if no event
described in TIA (S)313(2) has occurred within the twelve months preceding the
reporting date no report need be transmitted). The Trustee also shall comply
with TIA (S)313(b).

A copy of each report at the time of its mailing to Securityholders shall
be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

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

The Company shall pay to the Trustee or predecessor trustee from time to
time reasonable compensation for their respective services subject to any
written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

To ensure the Company's payment obligations in this Section, the Trustee
shall have a claim prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of or
interest on particular Securities. When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 6.01 or in
connection with Article 6 hereof, the expenses (including the reasonable fees
and expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any bankruptcy law.

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

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

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

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

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

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
trustee. If a successor trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or any
Holder may petition any court of competent jurisdiction for the appointment of a
successor trustee.

A successor trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.

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

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

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

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

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

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

ARTICLE EIGHT

DISCHARGE OF INDENTURE

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

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

(b) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company shall be deemed to have been
released and discharged from its obligations with respect to the outstanding
Securities of a Series on the date the applicable

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

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

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

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

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

(3) Such deposit will not result in a Default under this Indenture or
a breach or violation of, or constitute a default under, any other material
instrument or agreement to which the Company or any of any of their
Subsidiaries is a party or by which it or any of their property is bound;

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

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

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

(7) The Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
specified herein relating to the defeasance contemplated by this Section
8.01 have been complied with.

In the event all or any portion of the Securities of a Series are to be
redeemed through such irrevocable trust, the Company must make arrangements
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

(e) In addition to the Company's rights above under this Section 8.01, the
Company may terminate all of its obligations under this Indenture with respect
to a Series (subject to Section 8.02), when:

(1) All Securities of such Series theretofore authenticated and
delivered (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.07 and
Securities for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust) have been delivered to the Trustee
for cancellation or all such Securities not theretofore delivered to the
Trustee for cancellation have become due and payable and the Company has
irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for that purpose an amount of money sufficient to pay
and discharge the entire Indebtedness on the Securities not theretofore
delivered to the Trustee for cancellation, for principal of and interest;

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

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

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

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

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

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

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

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

The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time. The Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest

that remains unclaimed for two years, provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once in a newspaper of general
circulation in the City of New York or mail to each such Holder notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.
After payment to the Company, Securityholders entitled to the money must look to
the Company for payment as general creditors unless applicable abandoned
property law designates another person and all liability of the Trustee or such
Paying Agent with respect to such money shall cease.

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

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

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

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

The Company and the Trustee may amend or supplement this Indenture or the
Securities of a Series without notice to or consent of any Securityholder of
such Series:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to comply with Article Five;

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

(4) to create a Series and establish its terms;

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

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

After an amendment under this Section 9.01 becomes effective, the Company
shall mail notice of such amendment to the Securityholders.

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

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

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

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

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

(4) modify the ranking or priority of the Securities of any Series;

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

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

(7) make any Security payable at a place or in money other than that stated
in the Security, or impair the right of any Securityholder to bring suit as
permitted by Section 6.07.

An amendment of a provision included solely for the benefit of one or more
Series does not affect the interests of Securityholders of any other Series.

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

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

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

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

A consent to an amendment, supplement or waiver by a Holder shall bind the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. Subject to the following paragraph,
any such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Securities of any Series entitled to
consent to any amendment, supplement or waiver, which record date shall be at
least 10 days prior to the first solicitation of such consent. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through
(7) of Section 9.02, in which case, the amendment, supplement or waiver shall
bind only each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security; provided that any such waiver shall not impair
or affect the right of any Holder to receive payment of principal of and
interest on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates without the consent of such Holder.

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

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

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

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

ARTICLE TEN

MISCELLANEOUS

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

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

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

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

if to the Company:

Standard Pacific Corp.
0000 X. XxxXxxxxx Xxxxxxxxx
Xxxxx Xxxx, XX 00000
Attention:

if to the Trustee:

_________________________

Attention:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SIGNATURES

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

Dated: _____________, 1998

STANDARD PACIFIC CORP.

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

Dated: _____________, 1998

_______________, as Trustee

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

(SEAL)

EXHIBIT A

No.CUSIP No.: _________________

[Title of Security]

STANDARD PACIFIC CORP., a Delaware corporation promises to pay to or
registered assigns the principal sum of [Dollars] (1) on

__________ [Title of Security]

Interest Payment Dates: __________ and __________

Record Dates: __________ and __________

Authenticated:

Dated:

STANDARD PACIFIC CORP.

[Seal]

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

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

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

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

A-1

1. Interest. STANDARD PACIFIC CORP. (the "Company"), a Delaware
--------
corporation, promises to pay interest on the principal amount of this Security
at the rate per annum shown above. The Company will pay interest semiannually
on __________________ and ______________ of each year until the principal is
paid or made available for payment. Interest on the Securities will accrue from
the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid, from _______________, 19 , provided that, if there is
no existing default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

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

3. Paying Agent and Registrar.
--------------------------

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

4. Indenture.
---------

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

The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the applicable Authorizing Resolution
or supplemental indenture. Requests may be made to: Standard Pacific Corp.,
0000 X. XxxXxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, Attention:
___________.

A-2

5. Optional Redemption.(1)

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

If redeemed during the Twelve-Month period commencing on ____________ and
ending on __________ in each of the following years Percentage ________.

(1) If applicable.

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

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

6. Mandatory Redemption.(1)
--------------------

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

(1) If applicable.

7. Denominations, Transfer, Exchange.
---------------------------------

The Securities are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Securities by presentation of such Securities to the Registrar or a Co-Registrar
with a request to register the transfer or to exchange them for an equal
principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security
selected for redemption, except the

A-3

unredeemed part thereof if the Security is redeemed in part, or transfer or
exchange any Securities for a period of 15 days before a selection of Securities
to be redeemed.

[Insert different or additional denominations and multiples.]

8. Persons Deemed Owners.
---------------------

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

9. Unclaimed Money.
---------------

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

10. Amendment, Supplement, Waiver.
-----------------------------

Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by the
amendment and any past default or compliance with any provision relating to any
Series of the Securities may be waived in a particular instance with the consent
of the Holders of a majority in principal amount of the outstanding Securities
of such Series.(1) Without the consent of any Securityholder, the Company and
the Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Securities in
addition to or in place of certificated Securities, to create a Series and
establish its terms or to make any other change, provided such action does not
adversely affect the rights of any Securityholder.

(1) If different terms apply, insert a brief summary thereof.

11. Successor Corporation.
---------------------

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

12. Trustee Dealings With Company.
-----------------------------

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

13. No Recourse Against Others.
--------------------------

A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim

A-4

based on, in respect of or by reason of, such obligations or their creation.
Each Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.

14. Discharge of Indenture.
----------------------

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

15. Authentication.
--------------

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

16. Abbreviations.

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

A-5

ASSIGNMENT FORM

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

I or we assign and transfer this Security to ____________________________
______________________________________________________________________________
______________________________________________________________________________

(Insert assignee's social security or tax ID number) ____________________
______________________________________________________________________________
______________________________________________________________________________

(Print or type assignee's name, address, and zip code) __________________
______________________________________________________________________________
______________________________________________________________________________

and irrevocably appoint
_____________________________________________________
______________________________________________________________________________
______________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date: ________________

Your signature: _____________________________

(Sign exactly as your name appears
on the other side of this Security)

Signature Guarantee:_________________________

A-6

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