as Trustee Indenture Dated as of August 1, 1997

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

TOYOTA MOTOR CREDIT CORPORATION

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

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

Indenture
Dated as of August 1, 1997

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

TMCC Demand Notes

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CROSS-REFERENCE TABLE
(not a part of this Indenture)

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

(Section)310(a) (1). . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a) (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a) (4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a) (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08
7.10
11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(Section)311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(Section)312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(Section)313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b) (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
11.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(Section)314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.09
4.10
11.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
11.02
(c) (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c) (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.09(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(Section)315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11

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

(Section)316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . 2.09
(a) (1) (A). . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a) (1) (B). . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.04
(Section)317(a) (1) . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
(Section)318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01

---------
N.A. means not applicable

TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Incorporation by Reference of TIA.. . . . . . . . . . . . . . . 1
Section 1.03. Rules of Construction.. . . . . . . . . . . . . . . . . . . . . 2

ARTICLE TWO
THE SECURITIES

Section 2.01. Form; Title and Terms . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02. Execution and Authentication. . . . . . . . . . . . . . . . . . 3
Section 2.03. Securities Register.. . . . . . . . . . . . . . . . . . . . . . 4
Section 2.04. Paying Agent to Hold Money in Trust.. . . . . . . . . . . . . . 4
Section 2.05. Securityholder Lists. . . . . . . . . . . . . . . . . . . . . . 4
Section 2.06. Transfer and Exchange.. . . . . . . . . . . . . . . . . . . . . 5
Section 2.07. Replacement Securities. . . . . . . . . . . . . . . . . . . . . 5
Section 2.08. Outstanding Securities. . . . . . . . . . . . . . . . . . . . . 6
Section 2.09. Treasury Securities Not Outstanding.. . . . . . . . . . . . . . 6
Section 2.10. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . 6
Section 2.11. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.12. Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.13. Persons Deemed Owners.. . . . . . . . . . . . . . . . . . . . . 8
Section 2.14. Computation of Interest.. . . . . . . . . . . . . . . . . . . . 8

ARTICLE THREE
REDEMPTION

Section 3.01. Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE FOUR
COVENANTS

Section 4.01. Payment of Securities.. . . . . . . . . . . . . . . . . . . . . 9
Section 4.02. Maintenance of Office or Agency.. . . . . . . . . . . . . . . . 9
Section 4.03. Company Statement as to Compliance; Notice of
Certain Defaults. . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE FIVE
CONSOLIDATIONS AND MERGERS, ETC.

Section 5.01. Company May Consolidate, Etc., Only on Certain Terms. . . . . .10
Section 5.02. Successor Person Substituted for Company. . . . . . . . . . . .11

ARTICLE SIX
DEFAULT AND REMEDIES

Section 6.01. Events of Default.. . . . . . . . . . . . . . . . . . . . . . .11
Section 6.02. Acceleration of Maturity; Rescission and Annulment. . . . . . .12
Section 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. . . . . . . . . . . . . . . . . . . . .13
Section 6.04. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . .14
Section 6.05. Trustee May Enforce Claims without Possession of Securities.. .14
Section 6.06. Application of Money Collected. . . . . . . . . . . . . . . . .15
Section 6.07. Limitation on Suits.. . . . . . . . . . . . . . . . . . . . . .15
Section 6.08. Unconditional Right of Holders to Receive Principal and
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Section 6.09. Restoration of Rights and Remedies. . . . . . . . . . . . . . .16
Section 6.10. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . .16
Section 6.11. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . .16
Section 6.12. Control by Holders of Securities. . . . . . . . . . . . . . . .16
Section 6.13. Waiver of Past Defaults.. . . . . . . . . . . . . . . . . . . .17
Section 6.14. Undertaking for Costs.. . . . . . . . . . . . . . . . . . . . .17

ARTICLE SEVEN
TRUSTEE

Section 7.01. Duties of Trustee.. . . . . . . . . . . . . . . . . . . . . . .18
Section 7.02. Rights of Trustee.. . . . . . . . . . . . . . . . . . . . . . .19
Section 7.03. Individual Rights of Trustee. . . . . . . . . . . . . . . . . .19
Section 7.04. Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . .19
Section 7.05. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .20
Section 7.06. Reports by Trustee to Holders.. . . . . . . . . . . . . . . . .20
Section 7.07. Compensation and Indemnity. . . . . . . . . . . . . . . . . . .20
Section 7.08. Replacement of Trustee. . . . . . . . . . . . . . . . . . . . .21
Section 7.09. Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . .22
Section 7.10. Eligibility; Disqualification.. . . . . . . . . . . . . . . . .22
Section 7.11. Preferential Collection of Claims Against Company . . . . . . .22
ARTICLE EIGHT
DEFEASANCE; SATISFACTION AND DISCHARGE

Section 8.01. Defeasance of the Indenture.. . . . . . . . . . . . . . . . . .22
Section 8.02. Satisfaction and Discharge of the Indenture.. . . . . . . . . .23
Section 8.03. Survival of Certain Obligations.. . . . . . . . . . . . . . . .24
Section 8.04. Acknowledgment of Discharge by Trustee. . . . . . . . . . . . .25
Section 8.05. Application of Trust Money. . . . . . . . . . . . . . . . . . .25
Section 8.06. Repayment to the Company. . . . . . . . . . . . . . . . . . . .25
Section 8.07. Reinstatement.. . . . . . . . . . . . . . . . . . . . . . . . .26

ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01. Without Consent of Holders. . . . . . . . . . . . . . . . . . .26
Section 9.02. With Consent of Holders.. . . . . . . . . . . . . . . . . . . .27
Section 9.03. Compliance with TIA.. . . . . . . . . . . . . . . . . . . . . .28
Section 9.04. Revocation and Effect of Consents.. . . . . . . . . . . . . . .28
Section 9.05. Notation on or Exchange of Securities.. . . . . . . . . . . . .29
Section 9.06. Trustee to Sign Amendments, Etc.. . . . . . . . . . . . . . . .29
Section 9.07. Effect of Supplemental Indentures.. . . . . . . . . . . . . . .29

ARTICLE TEN
MEETINGS OF AND ACTIONS BY SECURITYHOLDERS

Section 10.01. Purposes for Which Meetings may be Called.. . . . . . . . . . .30
Section 10.02. Manner of Calling Meetings. . . . . . . . . . . . . . . . . . .30
Section 10.03. Call of Meetings by Company or Holders. . . . . . . . . . . . .30
Section 10.04. Who May Attend and Vote at Meetings.. . . . . . . . . . . . . .31
Section 10.05. Regulations may be Made by Trustee; Conduct of the
Meeting; Voting Rights; Adjournment.. . . . . . . . . . . . . .31
Section 10.06. Voting at the Meeting and Record to be Kept.. . . . . . . . . .32
Section 10.07. Exercise of Rights of Trustee or Securityholders
May Not be Hindered or Delayed by Call of Meeting.. . . . . . .32
Section 10.08. Evidence of Action Taken by Securityholders.. . . . . . . . . .32
Section 10.09. Proof of Execution of Instruments and of Holding of Securities.33
Section 10.10. Right of Revocation of Action Taken.. . . . . . . . . . . . . .33

ARTICLE ELEVEN
MISCELLANEOUS

Section 11.01. TIA Controls.. . . . . . . . . . . . . . . . . . . . . . . . .34
Section 11.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Section 11.03. Communications by Holders with Other Holders.. . . . . . . . .35
Section 11.04. Certificate and Opinion as to Conditions Precedent.. . . . . .35
Section 11.05. Statements Required in Certificate or Opinion. . . . . . . . .35
Section 11.06. Rules by Trustee, Paying Agent, Registrar. . . . . . . . . . .36
Section 11.07. Legal Holidays.. . . . . . . . . . . . . . . . . . . . . . . .36
Section 11.08. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .36
Section 11.09. No Adverse Interpretation of Other Agreements. . . . . . . . .36
Section 11.10. No Recourse Against Others.. . . . . . . . . . . . . . . . . .36
Section 11.11. Successors.. . . . . . . . . . . . . . . . . . . . . . . . . .37
Section 11.12. Duplicate Originals. . . . . . . . . . . . . . . . . . . . . .37
Section 11.13. Severability.. . . . . . . . . . . . . . . . . . . . . . . . .37
Section 11.14. Headings and Table of Contents.. . . . . . . . . . . . . . . .37

iii

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXHIBITS

Annex I -- Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Exhibit A -- Form of Security. . . . . . . . . . . . . . . . . . . . . . . . A-1

INDENTURE dated as of August 1, 1997 between Toyota Motor Credit
Corporation, a California corporation (the "Company"), and U.S. Bank National
Association, a national banking association, as trustee (the "Trustee").

Recitals

A. The Company is duly authorized to execute and deliver this Indenture
and to provide for the issuance by the Company of the Securities as provided
herein.

B. All things have been done that are necessary to make the Securities,
when executed by the Company and authenticated and delivered by the Trustee
hereunder, the valid obligations of the Company in accordance with the terms of
this Indenture.

For and in consideration of the premises and the purchase of the Securities
by the Holders, each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

All capitalized terms used in this Indenture and not defined elsewhere
herein shall have the meanings assigned to them in Annex I, which is hereby
incorporated by reference in and made a part of this Indenture.

SECTION 1.02. INCORPORATION BY REFERENCE OF TIA.

Wherever this Indenture refers to a provision of the TIA, such 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 Commission.

"indenture securities" means the Securities.

"indenture security holder" means a Holder or 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.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule and
not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

(2) unless otherwise expressly provided in this Indenture, an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP and all financial computations required under this
Indenture shall be made in accordance with GAAP;

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions;

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

(7) "including" shall be deemed to mean "including, without
limitation."

ARTICLE TWO

THE SECURITIES

SECTION 2.01. FORM; TITLE AND TERMS.

The Securities and the Trustee's certificate of authentication thereon
shall be substantially in the forms set forth in Exhibit A hereto. The
Securities may have notations, legends or endorsements required by law or stock
exchange rules. Each Security shall be dated the date of its authentication.

The terms and provisions contained in the Securities shall constitute a
part of, and are hereby incorporated by reference in and made a part of, this
Indenture and to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to their incorporation
herein.

The Securities shall be known and designated as the "TMCC Demand Notes" of
the Company. The aggregate original principal amount of Securities that may be
authenticated and delivered under this Indenture is limited to $-, except as
otherwise provided in Sections 2.06, 2.07, 2.10, 3.06 and 9.05.

The Securities shall be issuable only in registered form, without coupons.
The minimum denominations of the Securities will be $0.01.

Interest on the Securities which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall, except as otherwise provided
in Section 2.12, be paid to the Persons in whose names the Securities (or one or
more Predecessor Securities) are registered at the close of business on the
Record Date next preceding such Interest Payment Date. At the option of the
Company, payment of interest on the Securities due on any Interest Payment Date,
falling after a Record Date for the payment of interest on the Securities and on
or before the related Interest Payment Date, may be paid by check mailed to the
address of the Persons entitled thereto as they shall appear in the Securities
register.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

The Securities shall be executed on behalf of the Company by the Chairman,
the President, or any Vice Chairman or Vice President of the Company. Any such
signature may be by facsimile.

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

All of the Securities to be issued under this Indenture, and all of the
principal amounts to be evidenced by the Securities need not be issued at the
same time and may be issued from time to time at the order of the Company as
herein provided for. The principal amount of Securities to be issued hereunder
shall all be of the same series known as the "TMCC Demand Notes", but need not
have the same issue date, Stated Maturity Date, Interest Rate, or Interest
Payment Date. Each Security will have a Schedule attached thereto indicating:
(i) the amount of the increase in the principal amount outstanding under such
Security and the date on which each principal amount under such Security was
first issued, (ii) the Stated Maturity Date for such principal amount, (iii) the
Interest Rate applicable to such principal amount,(iv) the amount of the
decrease in the principal amount outstanding under such Security and the date on
which such principal amount under such Security was paid, and (v) the amount of
the interest paid on such Security and the date on which such interest was
paid.

A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security, and an entry on the Schedule to
any such Security shall not be valid until the Trustee manually signs the space
provided for such entry as authentication of such increase or decrease in
outstanding principal amount of such Security. Such signature shall be
conclusive evidence that the Security and such entry has been authenticated
under this Indenture.

The Trustee shall authenticate Securities and for original issue in the
maximum aggregate principal amount as aforesaid, upon a written order of the
Company signed by two Officers or by an Officer and either an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company. The Trustee
shall authenticate the Schedule attached to a Security to indicate the issuance
of an additional principal amount of the Securities, upon either (i) a written
order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, or
(ii) if an Officers' Certificate has previously been delivered to the Trustee by
the Company specifying the names and titles of officers, employees or agents of
the Company eligible to give such an order, the order of any such officer,
employee or agent of the Company, which order may be by telephone (confirmed in
writing) or by facsimile. Any such order shall specify the principal amount
of Securities to be authenticated, the applicable Interest Rate, the Stated
Maturity Date and the date on which such issue of Securities is to be
authenticated.

The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

SECTION 2.03. SECURITIES REGISTER.

The Company shall keep or cause to be kept at the Corporate Trust Office or
at any office or agency of the Company where Securities may be presented for
registration of transfer or for exchange as provided in Section 4.02 a register
in which, subject to such reasonable regulations as the Company may prescribe,
the Company shall provide for the registration of Securities and registration of
transfers and exchanges of Securities as in this Article provided. The
Registrar shall keep the register of the Securities and of their transfer and
exchange.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

Each Paying Agent shall hold in trust for the benefit of the Persons
entitled thereto, without interest, all money held by such Paying Agent for the
payment of principal of, premium, if any, and interest on the Securities
(whether such money has been paid to it by the Company or any other obligor on
the Securities), and shall notify the Trustee of any Default by the Company (or
any other obligor on the Securities) in making any such payment. If the Company
or a Subsidiary of the Company 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 and account for any
funds disbursed and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require such Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed. Upon payment of all funds held by it to the Trustee, the Paying
Agent shall have no further liability for such money. As provided in Section
6.04 hereof, in any bankruptcy, insolvency, reorganization or other similar
proceeding relative to the Company or any other obligor on the Securities, the
Trustee shall serve as Paying Agent for the Securities; provided that the
foregoing shall not relieve the Company of its obligations under Section 4.02.

SECTION 2.05. SECURITYHOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list of the names and addresses of the
Securityholders furnished to it or maintained by it in its capacity as Paying
Agent and Registrar. If and so long as the Trustee is not the Registrar, in
accordance with Section 312(a) of the TIA the Company shall furnish or cause to
be furnished to the Trustee semiannually not less than 30 days nor more than 60
days before each Interest Payment Date and at such 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 including an
identification of the Securities and the aggregate amount thereof.

SECTION 2.06. TRANSFER AND EXCHANGE.

When Securities are presented to the Registrar or a co-Registrar with a
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities in other authorized
denominations, the Registrar or co-Registrar shall register the transfer or make
the exchange if its reasonable requirements for such transactions (which may
include a requirement that any Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Registrar and the
Trustee duly executed by the Holder thereof or his attorney duly authorized in
writing) are met. To permit registration of transfers and exchanges as provided
herein, the Company shall execute and the Trustee shall authenticate and deliver
Securities at the Registrar's or a co-Registrar's request. All Securities
issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company evidencing the same debt and entitling the
Holders thereof to the same benefits under this Indenture as the Securities
surrendered upon such registration of transfer or exchange. No service charge
shall be made to a Holder for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith, other than in the
case of exchanges under Sections 2.10, 3.06 and 9.05 not involving any transfer.

SECTION 2.07. REPLACEMENT SECURITIES.

If a defaced or mutilated Security is surrendered to the Trustee or if the
Holder of a Security presents evidence to the reasonable satisfaction of the
Trustee that the Security has been lost, destroyed or stolen the Company shall
execute and the Trustee shall authenticate a replacement Security if the
Company's and the Trustee's reasonable requirements are met. The Trustee or the
Company may require an indemnity bond, sufficient in the reasonable judgment of
both 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. The
Company and the Trustee may charge such Holder for their reasonable expenses in
replacing a Security.

Every replacement Security is an additional obligation of the Company,
whether or not the apparently destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and such replacement Security shall be entitled to
the benefits of and subject to the limitations of rights set forth in this
Indenture.

The provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

SECTION 2.08. OUTSTANDING SECURITIES.

Securities outstanding at any time under this Indenture are all Securities
that have been theretofore authenticated and delivered under this Indenture,
except (a) those cancelled by the Trustee, (b) those delivered to the Trustee
for cancellation, (c) those in exchange for or in lieu of which other Securities
have been authenticated and delivered under this Indenture and (d) those
described in this Section as not outstanding.

Except as provided in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor holds the Security.

If a Security is replaced pursuant to Section 2.07 hereof, 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 on the Stated Maturity of the Securities, the Paying Agent (other than
the Company or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of
the principal, premium, if any, and interest due on the Securities payable on
that date, then on and after that date such Securities shall cease to be
outstanding and interest on them shall cease to accrue.

SECTION 2.09. TREASURY SECURITIES NOT OUTSTANDING.

In determining whether the Holders of the required principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or whether a quorum is present at a meeting
of Holders of Securities, Securities owned by the Company or an other obligor on
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a Trust
Officer knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or an Affiliate of the Company or of such
other obligor. The Trustee may require an Officers' Certificate listing
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

SECTION 2.10. TEMPORARY SECURITIES.

Until definitive Securities are ready for delivery, the Company shall
execute and, upon the written order of the Company signed by two Officers or by
an Officer and either an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, 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 execute and the
Trustee shall authenticate definitive Securities which shall be exchangeable for
temporary Securities upon surrender of the temporary Securities at the office or
agency of the Company designated for such purpose pursuant to Section 4.02 for
the purpose of exchanges of Securities without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations. Until such exchange, temporary Securities shall be entitled to
the same rights, benefits and privileges as definitive Securities and shall be
subject to the same limitation of rights as definitive Securities.

SECTION 2.11. CANCELLATION.

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar, each co-Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange
or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation.
Subject to Section 2.07 hereof, the Company may not execute new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation.
All cancelled Securities held by the Trustee shall be destroyed and
certification of their destruction delivered to the Company, unless by a written
order signed by two Officers the Company shall direct that cancelled Securities
be returned to it.

SECTION 2.12. DEFAULTED INTEREST.

If the Company fails to pay any principal of, premium if any, or interest
on any Security on the due date therefor (whether upon acceleration, at Stated
Maturity or otherwise), the Company shall pay interest, at the rate per annum
borne by the Securities, on such principal, premium, if any, and, to the extent
permitted by law, interest until such amounts are paid. Any interest on any
Security which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the Person in whose name such Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on such Security and
the date

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

(2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause,
such payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer 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 2.13. PERSONS DEEMED OWNERS.

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

SECTION 2.14. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.

ARTICLE THREE

REDEMPTION

SECTION 3.01. REDEMPTION.

The Securities may not be redeemed at the option of the Company, in whole
or in part at any time prior to their respective Stated Maturities

ARTICLE FOUR

COVENANTS

SECTION 4.01. PAYMENT OF SECURITIES.

The Company will punctually pay the principal of and premium, if any, and
interest on the Securities on the dates and in the manner provided in the
Securities and this Indenture.

The Company will, on or prior to the day when any principal of or premium
or interest on any of the Securities becomes payable, whether at the Stated
Maturity thereof, by call for redemption, surrender for repurchase, declaration
of acceleration or otherwise, deposit with the Paying Agent (or, if the Company
or a Subsidiary of the Company is acting as Paying Agent, segregate and hold in
trust), in immediately available funds, no later than 12:00 noon (New York City
time), a sum in U.S. Legal Tender sufficient to pay the principal, premium and
interest becoming due. Such sum shall be held in trust for the benefit of the
Holders entitled to such payment and (unless such Paying Agent is the Trustee)
the Company shall promptly notify the Trustee of its action or failure so to
act, and of the amount of each such payment made to each Paying Agent.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in -, an office or agency where Securities may be
presented or surrendered for payment ("Paying Agent"), where Securities may be
surrendered for registration of transfer or exchange ("Registrar") and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. Unless otherwise expressly provided herein, the
Trustee, the Company or a Subsidiary of the Company may act as Registrar,
co-Registrar or Paying Agent. The Company shall give prompt written notice to
the Trustee and the Holders 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 Corporate Trust Office of the Trustee.

The Company initially appoints the Trustee, as the initial Registrar and
Paying Agent in -, and designates such agent as an agency where notices and
demands to or upon the Company in respect to the Securities and this Indenture
may be served.

SECTION 4.06. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
DEFAULTS.

The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement (which need not be contained in or
accompanied by an Officer's Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, stating that

(a) a review of the activities of the Company during such year and of its
performance under this Indenture has been made under his or her supervision, and

(b) to the best of his or her knowledge, based on such review, (a) the
Company has complied with all the conditions and covenants imposed on it under
this Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

(c) The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any event which after notice or lapse of
time or both would become an Event of Default pursuant to clause (c) of Section
6.01.

ARTICLE FIVE

CONSOLIDATIONS AND MERGERS, ETC.

SECTION 5.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other Person
or Persons (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any conveyance, transfer or lease
of the property of the Company as an entirety or substantially as an entirety,
to any other Person (whether or not affiliated with the Company); provided,
however, that:

(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the entity formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a Corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume, by an indenture (or indentures, if at such time there is
more than one Trustee) supplemental hereto, executed by the successor Person and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of, any premium and interest on all the
Securities and the

performance of every other covenant of this Indenture on the part of the Company
to be performed or observed;

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

(3) either the Company or the successor Person shall have delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel, stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.

SECTION 5.02. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY.

Upon any consolidation or merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
and thereafter, except in the case of a lease to another Person, the predecessor
Person shall be released from all obligations and covenants under this Indenture
and the Securities.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

The occurrence of any one of the following events for any reason
whatsoever, and whether voluntary, involuntary or by operation of law, shall
constitute an "Event of Default":

(a) default in the payment of any interest on any Security when such
interest becomes due and payable, and continuance of such default for a
period of [30] days; or

(b) default in the payment of the principal of and any premium on any
Security of such series when it becomes due and payable at its Maturity; or

(c) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture or the Securities, and
continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities a written notice specifying
such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or

(d) the entry by a court having competent jurisdiction of:

(i) a decree or order for relief in respect of the Company in an
involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

(ii) a decree or order adjudging the Company to be insolvent, or
approving a petition seeking reorganization, arrangement, adjustment or
composition of the Company and such decree or order shall remain unstayed
and in effect for a period of 60 consecutive days; or

(iii) a final and non-appealable order appointing a custodian,
receiver, liquidator, assignee, trustee or other similar official of the
Company or of any substantial part of the property of the Company, or
ordering the winding up or liquidation of the affairs of the Company; or

(e) the commencement by the Company of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law or of
a voluntary proceeding seeking to be adjudicated insolvent or the consent by the
Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Company of a petition or answer or consent seeking
reorganization or relief under any applicable law, or the consent by the Company
to the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee or similar official of the
Company or any substantial part of the property of the Company or the making by
the Company of an assignment for the benefit of creditors, or the taking of
corporate action by the Company in furtherance of any such action.

SECTION 6.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities occurs and is continuing,
then the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
amount shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
Money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of not less than a majority in principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum of Money
sufficient to pay:

(A) all overdue installments of interest on all Securities;

(B) the principal of any Securities which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate
borne by or provided for in such Securities;

(C) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest at the rate borne by or provided for
in such Securities; and

(D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities, other than the non-
payment of the principal of, and interest on Securities which shall have become
due solely by such declaration of acceleration, shall have been cured or waived
as provided in Section 6.13.

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

SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

The Company covenants that if:

(1) default is made in the payment of any installment of interest on any
Security when such interest shall have become due and payable and such default
continues for a period of 30 days, or

(2) default is made in the payment of the principal of any Security at its
Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount of Money then due
and payable with respect to such Securities with interest upon the overdue
principal, and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at the rate borne by or
provided for in such Securities, and, in addition thereto, such further amount
of Money as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

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

SECTION 6.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal and/or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

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

(ii) to collect and receive any Money or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 7.07.

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

SECTION 6.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the

Trustee shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security in respect of which such judgment has been recovered.

SECTION 6.06. APPLICATION OF MONEY COLLECTED.

Any Money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such Money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 7.07;

SECOND: To the payment of the amounts then due and unpaid upon the
Securities for principal and interest in respect of which or for
the benefit of which such Money has been collected, ratably,
without preference or priority of any kind, according to the
aggregate amounts due and payable on such Securities and Coupons
for principal and interest, respectively;

THIRD: The balance, if any, to the Person or Persons entitled thereto.

SECTION 6.07. LIMITATION ON SUITS.

No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

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

(5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities;

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

SECTION 6.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Security, as the case may be,
on the respective Stated Maturity or Maturities therefor specified in such
Security and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 6.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to any Holder of a Security may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by such Holder, as
the case may be.

SECTION 6.12. CONTROL BY HOLDERS OF SECURITIES.

The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series
provided that:

(1) such direction shall not be in conflict with any rule of law, with
this Indenture or with the Securities of such series;

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

(3) such direction is not unduly prejudicial to the rights of the other
Holders of Securities of such series not joining in such action.

SECTION 6.13. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities on behalf of the Holders of all the Securities may waive
any past default hereunder with respect to such series and its consequences,
except a default:

(1) in the payment of the principal of or interest on any Security; or

(2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 6.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, the Trustee or by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities, or to
any suit instituted by any Holder of any Security for the enforcement of the
payment of the principal of or interest on any Security on or after the
respective Stated Maturities expressed in such Security or interest on any
overdue principal of any Security.

ARTICLE SEVEN

TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed.

SECTION 7.01. DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
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 as are specifically
set forth in this Indenture and no covenants or obligations shall be
implied in this Indenture which are adverse to 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. However,
the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture, but need
not verify the accuracy of the contents thereof.

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

(1) This paragraph does not limit the effect of paragraph (b) of this
Section 7.01.

(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 hereof.

(d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

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

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

(g) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liability which might be
incurred by the Trustee in compliance with such request or direction.

SECTION 7.02. RIGHTS OF TRUSTEE.

Subject to the provisions of Section 7.01 hereof:

(a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and an Opinion of Counsel, which shall conform to Section
11.05. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such certificate or opinion. The Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

(c) The Trustee may act through its attorneys and 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 it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.

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
Subsidiaries or Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

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

Securities, and the Trustee shall not be responsible for any statement in the
Securities other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

If a Default or an Event of Default occurs and is continuing and it is
known to the Trustee, the Trustee shall mail to each Securityholder notice of
the Default or Event of Default within 90 days after it occurs; provided that,
except in the case of a Default or an Event of Default in payment of principal
of, or premium, if any, or interest on any Security, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of the
Securityholders.

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, and each
other Person so entitled under TIA (Section )313(c), a brief report dated as of
such May 15 that shall comply with TIA (Section )313(a). The Trustee need not
send such report if such report is not required by TIA (Section )313(a). The
Trustee also shall comply with TIA (Section )313(b)(2).

A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange,
if any, on which the Securities are listed.

The Company shall notify the Trustee if the Securities become listed on any
stock exchange prior to such listing.

SECTION 7.07. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

The Company shall indemnify the Trustee for, and hold it harmless against,
any loss, liability or expense incurred by it including, without limitation, the
cost and expense of enforcement of this Indenture against the Company and of
defending itself against any claim (whether asserted by any Holder or the
Company or otherwise) without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the administration of this trust or
any trust created under Section 8.01 or 8.02 and its duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee 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 negligence, wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or Property held
or collected by the Trustee, in its capacity as Trustee, except money or
Property held in trust to pay principal of, premium, if any, or interest on
particular Securities.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(d) or (e) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

The Trustee may resign by so notifying the Company in writing and mailing
notice of such resignation to the Securityholders. The Holders of at least a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the Company and the Trustee in writing and may appoint a
successor Trustee. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(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, unless the Holders have appointed a successor Trustee in accordance
with the previous paragraph. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08 and payment to the prior Trustee of
all sums due under Section 7.07 hereof.

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, subject to the lien provided in Section 7.07 hereof, 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.

If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the outstanding Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

If the Trustee fails to comply with Section 7.10 hereof, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 above shall continue for the
benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the requirements
of TIA (Section )310(a)(1). The Trustee shall have a combined capital and
surplus of at least $25,000,000 as set forth in its most recent published annual
report of condition. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee. The Trustee shall comply with TIA (Section )310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

ARTICLE EIGHT

DEFEASANCE; SATISFACTION AND DISCHARGE

SECTION 8.01. DEFEASANCE OF THE INDENTURE.

The Company shall be deemed to have terminated all of its obligations under
this Indenture (subject to Section 8.03 hereof) if:

(1) the Company irrevocably shall have deposited in trust with the
Trustee, pursuant to an irrevocable trust agreement in form and substance
reasonably satisfactory to the Trustee, as trust funds in trust solely for
the benefit of the Holders for that purpose, U.S. Legal Tender, or U.S.
Government Obligations maturing as to principal and interest in such
amounts and at such times, as are sufficient, without consideration of the
investment of any such U.S. Legal Tender or the reinvestment of the
proceeds from any such U.S. Government Obligations and after payment of all
federal, state and local taxes or other charges or

assessments in respect thereof payable by the Trustee, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to, and in form and substance
reasonably satisfactory to, the Trustee, to pay the principal of, premium,
if any, and interest on the outstanding Securities on the dates on which
such payments are due and payable in accordance with the terms of this
Indenture and of the Securities, provided that the Trustee shall have been
irrevocably instructed to apply such U.S. Legal Tender and the proceeds of
such U.S. Government Obligations to the payment of said principal, premium,
if any, and interest on the Securities;

(2) no Default or Event of Default shall have occurred or be
continuing on the date of such deposit or shall occur on or before the
366th day after the date of such deposit;

(3) such deposit shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other instrument or
agreement to which the Company is a party or by which it or its Property is
bound;

(4) the Company shall have delivered to the Trustee an Opinion of
Counsel in form and substance satisfactory to the Trustee to the effect
that Holders of the Securities 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 time as would have been the
case if such deposit and defeasance had not occurred and that the deposit
is not subject to the control of any bankruptcy court;

(5) Such defeasance shall not cause the Securities, if then listed on
any national securities exchange registered under the Exchange Act, to be
delisted;

(6) Such deposit shall not result in the Company, the Trustee or the
irrevocable trust becoming or being deemed an "investment company" under
the Investment Company Act of 1940, as amended; and

(7) the Company shall have 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 are to be redeemed
through such irrevocable trust, the Company shall make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of notice of such
redemption or redemptions by the Trustee in the name and at the expense of the
Company.

SECTION 8.02. SATISFACTION AND DISCHARGE OF THE INDENTURE.

In addition to its rights under Section 8.01 above, the Company may
terminate all of its obligations under this Indenture (subject to Section 8.03
hereof) if:

(1) either

(A) all Securities 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 hereof)
have been delivered to the Trustee for cancellation; or

(B) all Securities not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year, or

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited in trust with the Trustee, pursuant to an
irrevocable trust agreement in form and substance reasonably
satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, an amount of U.S. Legal
Tender sufficient, without consideration of the investment thereof and
after payment of all federal, state and local taxes or other charges
or assessments in respect thereof payable by the Trustee, to pay the
principal of, premium, if any, and interest on the outstanding
Securities on the dates on which such payments are due and payable in
accordance with the terms of this Indenture and of the Securities,
provided that the Trustee shall have been irrevocably instructed to
apply such U.S. Legal Tender to the payment of said principal,
premium, if any, and interest on the Securities;

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

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this
Indenture pursuant to this Section 8.02 have been complied with.

SECTION 8.03. SURVIVAL OF CERTAIN OBLIGATIONS.

Notwithstanding the defeasance of this Indenture or the satisfaction and
discharge of this Indenture referred to in Section 8.01 and Section 8.02 above,
respectively, the respective obligations of the Company and the Trustee under
Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, 2.13, 2.14,
Article Three (to the extent that the Securities are to be redeemed through the
trust established pursuant to Section 8.01 or 8.02, as the case may be),
Sections 4.01, 4.02, 4.03, 6.08,

7.07, 7.08, 7.09, 7.10, 7.11, 8.03, 8.04, 8.05, 8.06 and 8.07, Article Nine, and
Sections 11.01, 11.02, 11.06, 11.07 and 11.08 hereof shall survive until the
Securities are no longer outstanding. Thereafter the obligations of the Company
and the Trustee under Sections 7.07, 8.05, 8.06 and 8.07 hereof shall survive.

SECTION 8.04. ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

Subject to Section 8.07 below and after the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent referred to in Section 8.01 or Section 8.02, as the
case may be, relating to the defeasance or satisfaction and discharge of this
Indenture have been complied with, the Trustee upon request of the Company shall
acknowledge in writing the defeasance or the satisfaction and discharge, as the
case may be, of this Indenture and the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified in Section
8.03 above.

SECTION 8.05. APPLICATION OF TRUST MONEY.

The Trustee shall hold any U.S. Legal Tender or U.S. Government Obligations
deposited with it in the irrevocable trust established pursuant to Section 8.01
or 8.02, as the case may be. The Trustee shall apply the deposited U.S. Legal
Tender and (in the case of a deposit pursuant to Section 8.01) any U.S.
Government Obligations through the Paying Agent (other than the Company or a
Subsidiary or Affiliate of the Company), in accordance with this Indenture and
the terms of the irrevocable trust agreement, to the payment of principal of,
premium, if any, and interest on the Securities as and when the same become due
and payable. The U.S. Legal Tender and U.S. Government Obligations so held in
trust shall not be part of the trust estate under this Indenture, but shall
constitute a separate trust fund for the benefit of all Holders entitled
thereto.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.01 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Securities.

SECTION 8.06. REPAYMENT TO THE COMPANY.

The Trustee and the Paying Agent shall pay to the Company upon written
request, and, if applicable, in accordance with the irrevocable trust
established pursuant to Section 8.01 or 8.02 above, any U.S. Legal Tender or
U.S. Government Obligations held by them for the payment of principal of,
premium, if any, or interest on the Securities that remains unclaimed for two
years after the date on which such payment shall have become due; provided,
however, that, before being required to make any such payment to the Company,
the Trustee may, at the expense of the Company, cause to be mailed to the
Holders of such Securities, at their last addresses as they appear on the
Securities register, notice that such moneys or U.S. Government Securities
remain unclaimed and that, after a date specified in said notice, the balance of
such moneys then unclaimed will be returned to the Company. After payment to
the Company as aforesaid, Holders entitled to such

moneys or U.S. Government Obligations must look to the Company for such payment
unless an applicable abandoned property law designates another Person.

SECTION 8.07. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or
U.S. Government Obligations in accordance with Section 8.01 or 8.02 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or Governmental Authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 or 8.02, as the case may be (provided, however, that any call for
redemption of the Securities pursuant to Article Three shall continue to be
effective) until such time as the Trustee or Paying Agent is permitted to apply
all such funds in accordance with Section 8.01 or 8.02, as the case may be, and
8.05; provided, however, that if the Company has made any payment of principal
of, premium, if any, or interest on any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the U.S. Legal Tender or U.S.
Government Obligations held by the Trustee.

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

The Company, when authorized by a resolution of its Board of Directors, and
the Trustee, together, may amend or supplement this Indenture or the Securities
without notice to or consent of any Securityholder for any one or more of the
following:

(1) to cure any ambiguity, defect or inconsistency, or to make any
other provisions with respect to matters or questions arising under this
Indenture, provided that such action does not adversely affect the rights
or interests of any Holder of Securities;

(2) to add to or change or eliminate any provision of this Indenture
as shall be necessary or desirable in accordance with any amendments to the
Trust Indenture Act, provided such action does not adversely affect the
rights or interests of any Holder of Securities;

(3) to provide for uncertificated Securities in addition to
certificated Securities;

(4) to evidence the succession of another corporation to the Company,
or successive successions, and the assumption by the successor corporation
of the covenants, agreements and obligations of the Company pursuant to
Article Five;

(5) to secure all of the Securities;

(6) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities;

(7) to comply with the rules or regulations of any securities
exchange on which any of the Securities may be listed; or

(8) to add to the covenants and agreements of the Company such
further covenants and agreements as the Board of Directors of the Company
shall consider to be for the protection or benefit of the Holders or to add
any Events of Default or to surrender any right or power reserved to or
conferred upon the Company.

SECTION 9.02. WITH CONSENT OF HOLDERS.

Subject to Section 6.08 and the next succeeding paragraph, the Company,
when authorized by a resolution of its Board of Directors, and the Trustee,
together, with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Securities may amend or supplement
this Indenture or the Securities without notice to any other Securityholders;
provided that, subject to Section 6.08 and the next succeeding paragraph,
Holders of at least 66 2/3% in aggregate principal amount of the outstanding
Securities shall be required to amend or supplement, this provision or the
provision to the next sentence. Subject to Section 6.08 and the next succeeding
paragraph, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities may waive compliance by the Company with any
provision of or obligation under this Indenture or the Securities without notice
to any other Securityholders.

Notwithstanding anything to the contrary in the foregoing provisions of
this Section 9.02, without the consent of each Securityholder affected, no
amendment, supplement or waiver, including a waiver pursuant to Section 6.02,
may:

(1) reduce the percentage in principal amount of the outstanding
Securities the consent of whose Holders is required for any amendment or
supplement to this Indenture, for any waiver (of compliance with any
obligation or provision of this Indenture or of certain Defaults or Events
of Default hereunder or their consequences) provided for in this Indenture,
or for a rescission of acceleration of the Securities pursuant to Section
6.02, or reduce the requirements pursuant to Section 10.05 for a quorum or
voting;

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

(3) reduce the principal amount of or premium on any Security;

(4) alter the redemption or repurchase provisions of any Security in
a manner adverse to any Holder thereof, or change the Stated Maturity of
any Security;

(5) waive any default in the payment of the principal of, premium, if
any, or interest on any Security;

(6) impair the right of Holders to institute suit for the enforcement
of any payment of the principal of, premium, if any, or interest on the
Securities on or after the respective due dates therefor;

(7) make any changes in Section 6.02, 6.08 or this second paragraph
of Section 9.02;

(8) change any obligation of the Company to maintain an office or
agency in the place and for the purpose specified in Section 4.02 or make
the Securities payable in any coin or currency other than U.S. Legal
Tender; or

(9) make any change to or modify the priority between the Holders of
the Securities and any other creditors of the Company.

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

After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 9.03. COMPLIANCE WITH TIA.

Every amendment to or waiver 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.

Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by 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
such Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of a Security if the Trustee receives
written notice of revocation before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of Securities have consented to the amendment, supplement or waiver.
Such amendment, waiver or supplement, as the case may be, shall be effective
upon receipt by the Trustee of such Officers' Certificate.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the last
two sentences of the immediately preceding paragraph, those Persons who were
Holders at the close of business on 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.

All Holders that consent to such modification, waiver or action in the
manner and within the time period requested shall be entitled to receive the
consideration, if any, offered for such consent.

SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
has so determined, the Company in exchange for the Security may execute and the
Trustee shall authenticate a new Security of like kind that reflects the changed
terms.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise. In signing or
refusing to sign such amendment or supplement, the Trustee shall be entitled to
receive and, subject to Section 7.01 hereof, shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment or supplement 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. The Company shall not sign an
amendment or supplement until its Board of Directors approves thereof.

SECTION 9.07. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplement or amendment to this Indenture in
accordance with this Article, this Indenture shall be modified in accordance
therewith and such supplement or amendment shall form a part of the Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered shall be bound thereby. Any Holder and every
subsequent Holder of a Security (or portion thereof) shall be bound by any
waivers authorized or obtained by this Article.

ARTICLE TEN

MEETINGS OF AND ACTIONS BY SECURITYHOLDERS

SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article Ten for any of the following
purposes:

(a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to waive or to consent to the waiving of
any Default or Event of Default hereunder and its consequences, or to take
any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article Six;

(b) to remove the Trustee or appoint a successor Trustee pursuant to
the provisions of Article Seven;

(d) to take any other action (i) authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of the
Securities under any other provision of this Indenture, or authorized or
permitted by law or (ii) which the Trustee deems necessary or appropriate
in connection with the administration of this Indenture.

SECTION 10.02. MANNER OF CALLING MEETINGS.

The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 10.01 hereof, to be held at such time and at such
place in The City of New York or elsewhere as the Trustee shall determine.
Notice of every meeting of Securityholders, setting forth the time and place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed by the Trustee, first-class postage prepaid, to the
Company, and to the Holders of the Securities at their last addresses as they
shall appear on the registration books of the Registrar, not less than 10 nor
more than 60 days prior to the date fixed for a meeting.

Any meeting of Securityholders shall be valid without notice if the Holders
of all Securities then outstanding are present in Person or by proxy, or if
notice is waived before or after the meeting by the Holders of all Securities
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

SECTION 10.03. CALL OF MEETINGS BY COMPANY OR HOLDERS.

In case at any time the Company, pursuant to a Certified Resolution of its
Board of Directors delivered to the Trustee, or the Holders of not less than
10% in aggregate principal amount of the

Securities then outstanding, shall have requested the Trustee to call a
meeting of Securityholders to take any action specified in Section 10.01 hereof,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or the
Holders of Securities in the amount above specified may determine the time and
place in The City of New York or elsewhere for such meeting and may call such
meeting for the purpose of taking such action, by notice given as provided in
Section 10.02.

SECTION 10.04. WHO MAY ATTEND AND VOTE AT MEETINGS.

To be entitled to vote at any meeting of Securityholders, a Person shall
(a) be a registered Holder of one or more Securities, or (b) be a Person
appointed by an instrument in writing as proxy for the registered Holder or
Holders of Securities. The only Persons who shall be entitled to be present or
to speak at any meeting of Securityholders shall be the Persons entitled to vote
at such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 10.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING;
VOTING RIGHTS; ADJOURNMENT.

Notwithstanding any other provision of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, and submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think appropriate. Such regulations may fix
a record date and time for determining the Holders of record of Securities
entitled to vote at such meeting, in which case those and only those Persons who
are Holders of Securities at the record date and time so fixed, or their
proxies, shall be entitled to vote at such meeting whether or not they shall be
such Holders at the time of the meeting.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 10.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote.

At any meeting each Securityholder or proxy shall be entitled to vote with
respect to the outstanding Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Securities challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall not have the
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the proxy to vote on behalf of
other Securityholders. At any meeting of Securityholders, the presence of
Persons holding or representing a majority of the principal amount of the
outstanding Securities shall be sufficient for a quorum. Any meeting of
Securityholders duly

called pursuant to the provisions of Sections 10.02 or 10.03 may be adjourned
from time to time by vote of the Holders of a majority in aggregate principal
amount of the Securities represented at the meeting and entitled to vote, and
the meeting may be held as so adjourned without further notice.

Except as limited by Sections 6.02 and 6.08 and the second paragraph of
Section 9.02, any resolution presented to a meeting at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the outstanding Securities; provided however, that,
except as limited by Section 6.08 and the second paragraph of Section 9.02, any
resolution with respect to any matter as to which this Indenture or the
Securities require the consent of the Holders of at least 662/3% in principal
amount of the outstanding Securities may be adopted at such meeting only by the
affirmative vote of the Holders of at least 662/3% in principal amount of the
outstanding Securities.

SECTION 10.06. VOTING AT THE MEETING AND RECORD TO BE KEPT.

The vote upon any resolution submitted to any meeting of Securityholders
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities or of their representatives by proxy and the principal
amount of the Securities voted by the ballot. The permanent chairman of the
meeting shall appoint two inspectors of votes, who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts, setting forth a copy of the notice of the meeting
and showing that such notice was mailed as provided in Section 10.02 or Section
10.03. The record shall be signed and verified by the affidavits of the meeting
and one of the duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

SECTION 10.07. EXERCISE OF RIGHTS OF TRUSTEE OR SECURITYHOLDERS MAY NOT BE
HINDERED OR DELAYED BY CALL OF MEETING.

Nothing contained in this Article Ten shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Securityholders or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Securityholders under any of the provisions of
this Indenture or of the Securities.

SECTION 10.08. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS.

(a) In addition to the foregoing provisions of this Article Ten, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be

given or taken by Securityholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
in person or by agent duly appointed in writing, or by combination of such
instrument or instruments and the record of a meeting of Securityholders duly
called and held in accordance with this Article Ten. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 7.01) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Article.

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

(c) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action in accordance
with this Section 10.08, the Company may, at its option, by or pursuant to an
Officers' Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act
may be given before or after such record date, but only those Persons who were
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
percentage of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
act, and for that purpose the outstanding Securities shall be computed as of
such record date; provided, that no such authorization, agreement or consent by
the Holders on the record date shall be deemed effective unless such request,
demand, authorization, direction, notice, consent, waiver or other act shall
become effective pursuant to the provisions of paragraph (a) of this Section
10.08 not later than 90 days after the record date.

SECTION 10.09. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES.

The execution of any instrument by a Securityholder or his agent or proxy
may be proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee, and the holding of Securities shall be proved by the Security register
or by a certificate of the Registrar.

SECTION 10.10. RIGHT OF REVOCATION OF ACTION TAKEN.

At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.08, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any Holder of a Security

the serial number of which is shown by the evidence to be included among the
serial numbers of the Securities the Holders of which have consented to such
action may, by filing written notice at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. After such time, such action shall be conclusive and
binding upon such Holder and the Securities issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Security.

ARTICLE ELEVEN

MISCELLANEOUS

SECTION 11.01. TIA 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 11.02. NOTICES.

Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telecopier or registered or certified mail, postage prepaid, return receipt,
addressed as follows:

if to the Company:

Toyota Motor Credit Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Treasury Department

if to the Trustee:

U.S. Bank National Association
c/o First Trust of Illinois, National Association
One Illinois Center
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: -

The Company or the Trustee by notice to the other may designate additional
or different addresses as shall be furnished in writing by either party. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
receipt is acknowledged, if telecopied; and five days after mailing if sent

by registered or certified mail (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

Any notice or communication mailed to a Securityholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
register of the Registrar and shall be sufficiently given to such Holder if so
mailed within the time prescribed. If the Company mails a notice or
communication to Securityholders, it shall simultaneously mail a copy to the
Trustee.

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.

SECTION 11.03. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 11.04. 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 11.05 hereof) 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, if applicable, setting
forth in reasonable detail any financial calculations providing the basis
of such opinion); and

(2) an Opinion of Counsel (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each Officers' Certificate or Opinion of Counsel 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 each such
Person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

At the request of the Trustee, any Officers' Certificate or Opinion of
Counsel shall address any particular condition precedent to such action.

SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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

SECTION 11.07. LEGAL HOLIDAYS.

If a payment date is a Legal Holiday at a particular place where the
principal of, premium, if any, or interest on the Securities is payable, payment
may be made on the next succeeding day that is not a Legal Holiday at such place
of payment, and no interest shall accrue for the intervening period.

SECTION 11.08. GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD (TO THE EXTENT
PERMITTED BY LAW) TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.10. NO RECOURSE AGAINST OTHERS.

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

SECTION 11.11. SUCCESSORS.

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

SECTION 11.12. DUPLICATE ORIGINALS.

All 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 11.13. SEVERABILITY.

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or enforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and a Holder shall have no claim thereunder for or against any party hereto.

SECTION 11.14. HEADINGS AND TABLE OF CONTENTS.

The headings, Table of Contents and Cross-Reference Table in this Indenture
are for convenience of reference only and shall not be deemed a part of this
Indenture or limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first written above.

TOYOTA MOTOR CREDIT CORPORATION
[Seal]

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

Attest:

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

U.S. BANK NATIONAL ASSOCIATION as Trustee

[Seal]

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

Attest:

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

State of __________________________ )
) ss.
County of _________________________ )

On -, 1997, before me, ________________________________, Notary Public,
personally appeared _________________________________, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.

WITNESS my hand and official seal.

----------------------------------------
Notary Public

State of __________________________ )
) ss.
County of _________________________ )

WITNESS my hand and official seal.

----------------------------------------
Notary Public

ANNEX I

TO
INDENTURE
DATED AS OF AUGUST 1, 1997
BETWEEN
TOYOTA MOTOR CREDIT CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION
as Trustee

Definitions

The following terms have the respective meanings set forth below for all
purposes of the Indenture, and Section and Article references are to Sections
and Articles in the Indenture.

"Affiliate" means, as to any Person, any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, such Person. For the purposes of this definition, "control", when
used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have the meanings correlative to the foregoing.

"Agent" means any Registrar, Paying Agent or co-Registrar or other agent of
the Company acting under the Indenture.

"Board of Directors" means the board of directors of the Company or any
committee thereof authorized with respect to any particular matter to exercise
the power of the board of directors of the Company.

"Business Day" means a day that is not a Saturday, Sunday or other day on
which banking institutions in New York, New York, Los Angeles, California, or
Chicago, Illinois are not authorized or required to be open.

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

"Commission" means the Securities and Exchange Commission, or any successor
thereto.

"Company" means Toyota Motor Credit Corporation, a California corporation,
the issuer of the Securities under the Indenture, until a successor replaces it
pursuant to the Indenture and thereafter means such successor.

I-1

"Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
at the date of execution of the Indenture is located at One Illinois Center, ▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

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

"Defaulted Interest" has the meaning specified in Section 2.12.

"Event of Default" has the meaning specified in Section 6.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor thereto, and the regulations promulgated thereunder.

"GAAP" means generally accepted accounting principles in the United States
which are applied by the Company as of the date of the Indenture.

"Governmental Authority" means any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

"Indenture" means the Indenture dated as of September -, 1997 between the
Company and U.S. Bank National Association, as trustee, relating to $- aggregate
principal amount of the Company's TMCC Demand Notes, including Exhibit A and
this Annex I thereto, as the same may be amended or supplemented from time to
time in accordance with its terms.

"Interest Payment Date" with respect to any principal amount means the
Stated Maturity Date with respect to such amount specified on the attached
Schedule.

"Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment or otherwise.

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

"Officers' Certificate" means a certificate signed by any two Officers of
the Company, and otherwise complying with the applicable requirements of
Sections 11.04 and 11.05 of the Indenture.

"Opinion of Counsel" means a written opinion from legal counsel who, in the
case of an Opinion of Counsel addressed to the Trustee, is reasonably acceptable
to the Trustee. The counsel

I-2

may be an employee of or counsel to the Company. Each opinion shall comply with
the applicable requirements of Sections 11.04 and 11.05 of the Indenture.

"Paying Agent" has the meaning specified in Section 4.02.

"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture or
governmental authority.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For purposes of this definition, any Security
authenticated and delivered under Section 2.07 in exchange for or in lieu of a
defaced, mutilated, lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the defaced, mutilated, lost, destroyed or stolen
Security.

"Record Date" means August 1 and February 1 of each year (whether or not a
Business Day), in each case next preceding the applicable Interest Payment Date.

"Registrar" has the meaning specified in Section 4.02.

"Required Rate" with respect to any Monthly Allocation Date is the weighted
average of the Certificate Rates (in each case expressed as the equivalent of
monthly rates of interest rate rather than as semi-annual coupon rates) for each
Class of Certificates outstanding at the close of business on such date,
weighted on the basis of their respective Class Certificate Balances.

"Securities" means the Company's TMCC Demand Notes.

"Securities Act" means the Securities Act of 1933, as amended, or any
successor thereto, and the regulations promulgated thereunder.

"Special Record Date" has the meaning specified in Section 2.12.

"Stated Maturity," when used with respect to any security (including the
Securities) or Indebtedness or any installment of interest thereon, means the
date specified in such security or with respect to such Indebtedness as the
fixed date on which the principal thereof or such installment of interest is due
and payable, including pursuant to mandatory redemption provisions; with respect
to the Securities, the Stated Maturity thereof means each date specified in the
Schedule attached to such Security.

"Subsidiary" means any Corporation of which at the time of determination
the Company or one or more Subsidiaries owns or controls directly or indirectly
more than 50% of the shares of Voting Stock.

"TIA" and "Trust Indenture Act" mean the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from

I-3

time to time by rules or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be.

"Trustee" means U.S. Bank National Association, as trustee under the
Indenture until a successor replaces it in accordance with the provisions of the
Indenture, and thereafter means such successor.

"Trust Officer," when used with respect to the Trustee, means any officer
within the Corporate Trust Office of the Trustee, or any other officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

"United States" and "U.S." each mean the United States of America.

"U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America 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 of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the 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 Obligation 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.

"U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

I-4

EXHIBIT A

[FORM OF FACE OF SECURITY]

TOYOTA MOTOR CREDIT CORPORATION

TMCC Demand Notes

No. ________________

Toyota Motor Credit Corporation, a California corporation (the "Company,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to ,
or registered assigns, the principal sum of U.S. Dollars as shall be set forth
on the Schedule attached hereto as of the date of Maturity, and to pay interest
on the outstanding amount of principal, as set forth on the Schedule from time
to time, from the date such principal amount is originally issued and
outstanding (or from the most recent Interest Payment Date to which interest has
been paid or duly provided for), on the date of Maturity with respect to such
principal amount (each an "Interest Payment Date"), at then applicable Interest
Rate , until the principal hereof is paid or duly provided for. Interest on
this Security will be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the date that is one Business Day, next
preceding such Interest Payment Date (each, a "Record Date"). Any such interest
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the Holder on such
Record Date by virtue of having been such Holder, and may be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Security not less than 10 days prior to such Special
Record Date or may be paid in any other lawful manner, all as more fully
provided in the Indenture. Payment of the principal of, premium, if any, and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in -, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, except as otherwise provided in the
Indenture, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of
Securities maintained by the Registrar.

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

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: TOYOTA MOTOR CREDIT CORPORATION

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

Attest:

-------------------------
Secretary

[Corporate Seal]

[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

-, -,
as Trustee OR as Trustee

By: By:
-------------------------------- --------------------------------
Authorized Signatory as Authenticating Agent

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

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[FORM OF REVERSE OF SECURITY]

TOYOTA MOTOR CREDIT CORPORATION

TMCC DEMAND NOTES

1. INDENTURE.

This Security is one of the duly authorized issue of the Company's TMCC
Demand Notes (the "Securities"), issued by the Company under an Indenture dated
as of August 1, 1997 (as the same may be amended or supplemented from time to
time, the "Indenture") between the Company and The First National Bank of
Boston, as Trustee (the "Trustee," which term includes any successor trustee
under the Indenture). The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. Holders are referred to the Indenture and the Trust Indenture
Act for a statement of such terms and for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of Securities.

The Securities are general obligations of the Company, limited to an
aggregate principal amount of $-, except as otherwise provided in the Indenture.

No reference herein to the Indenture and no provision of this Security or
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, places and rate and in the coin and
currency herein and in the Indenture prescribed.

The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: -, Attention:-.

2. CAPITALIZED TERMS.

Capitalized terms used in this Security have the meanings assigned to them
in the Indenture unless otherwise defined in this Security.

3. PAYING AGENT AND REGISTRAR.

- has been appointed to act as initial Paying Agent and Registrar for the
Securities in-. The Company may appoint additional Paying Agents and
co-Registrars, and may change any Paying Agent, Registrar or co-Registrar, all
as provided in the Indenture. Except as otherwise provided in the Indenture,
the Trustee, the Company or any of its Subsidiaries may act as Paying Agent,
Registrar or co-Registrar.

4. REDEMPTION.

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The Securities are not redeemable prior to their respective maturities at
the option of the Company, in whole or from time to time in part.

5. DENOMINATIONS; TRANSFER; EXCHANGE.

The Securities are issuable only in registered form, without coupons, in
denominations of U.S.. A Holder may register the transfer of or exchange
Securities in accordance with the Indenture, subject to the limitations provided
therein. The Registrar or a co-Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents in form
satisfactory to the Registrar and the Trustee. No service charge shall be made
to a Holder for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith, except as otherwise
provided in the Indenture. The Company will maintain in -, an office or agency
where Securities may be surrendered for registration of transfer or exchange.

6. PERSONS DEEMED OWNERS.

7. UNCLAIMED MONEY.

The Trustee and the Paying Agent shall pay to the Company upon written
request any U.S. Legal Tender or U.S. Government Obligations held by them for
the payment of the principal of, premium, if any, or interest on the Securities
which remains unclaimed for two years after the date on which such payment shall
have become due. After payment to the Company as aforesaid, Holders entitled to
such moneys or U.S. Government Obligations must look to the Company for such
payment unless an applicable abandoned property law designates another Person.

8. DISCHARGE PRIOR TO REDEMPTION OR MATURITY.

If the Company irrevocably deposits with the Trustee U.S. Legal Tender or,
in certain cases, U.S. Government Obligations sufficient to pay the principal
of, premium, if any, and interest on the Securities to redemption or maturity,
or if all the outstanding Securities have been delivered to the Trustee for
cancellation, and in either case if the Company complies with the other
provisions of the Indenture relating thereto, the Company will be discharged
from certain provisions of the Indenture and the Securities (including the
financial covenants, but excluding its obligation to pay the principal of,
premium, if any, and interest on the Securities).

9. AMENDMENT; SUPPLEMENT; WAIVER.

Subject to certain exceptions and limitations set forth in the Indenture,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority (or, in certain cases, 66 2/3%) in
aggregate principal amount of the Securities then outstanding, and

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compliance with any provision or obligation under the Indenture or the
Securities may be waived with the consent of the Holders of a majority (or, in
certain cases, 66 2/3%) in aggregate principal amount of the Securities then
outstanding. The Indenture also permits the Company and the Trustee, without
notice to or consent of any Holder, to enter into certain amendments or
supplements to the Indenture or the Securities.

10. DEFAULTS AND REMEDIES.

If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in principal amount of the outstanding Securities, may
declare all unpaid principal of and accrued interest on the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture. The Indenture provides that the Holders of a majority in principal
amount of the Securities outstanding may rescind an acceleration of the
Securities and its consequences on the terms and subject to the conditions set
forth in the Indenture. The Indenture also provides that the Holders of a
majority (or, in certain cases, 66 2/3%) in principal amount of the outstanding
Securities may waive an existing Default or Event of Default and its
consequences except, among other things, a default in the payment of the
principal of or interest on any of the Securities.

11. TRUSTEE DEALINGS WITH THE COMPANY.

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
Subsidiaries or Affiliates with the same rights it would have if it were not the
Trustee. The Trustee, however, must comply with the provisions of the Trust
Indenture Act, including those relating to the Trustee acquiring any
"conflicting interest" as defined therein.

12. NO RECOURSE AGAINST OTHERS.

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

13. AUTHENTICATION.

This Security and the entries on the Schedule shall not be valid unless the
Trustee or an authenticating agent has signed the certificate of authentication
on this Security and such Schedule by manual signature.

14. ABBREVIATION.

Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM ( = tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint

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tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

15. GOVERNING LAW; HEADINGS.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD (TO THE EXTENT PERMITTED BY LAW) TO
PRINCIPLES OF CONFLICTS OF LAW.

The headings in this Security are for convenience of reference only and
shall not be deemed a part of this Security or limit or otherwise affect the
meaning hereof.

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (insert social security or other identifying number of
assignee)

(Please print or typewrite name and address, including zip code, of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the books of the Company
with full power of substitution in the premises.

Dated: _____________ Signed:____________________________________________________
(Sign exactly as name(s) appear(s)
on the face of this Security)

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SCHEDULE TO
TMCC DEMAND NOTE

ADVANCES PAYMENTS
-------- --------

Date of Initial Effective Principal
Advance or Advance Principal Required Stated Principal Interest Balance
Payment No. Amount Rate Maturity Amount Amount Outstanding
--------- ------- ---------- --------- -------- --------- -------- -----------

*
**

***

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

* -%
** -%
*** -%

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as Trustee Indenture Dated as of August 1, 1997

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