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                                                                     EXHIBIT 4.1



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





                            KEY ENERGY SERVICES, INC.



                                       AND



                                    [TRUSTEE],



                                     TRUSTEE



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



                                    INDENTURE



                                   DATED AS OF



                         _______________________, _____



                                 DEBT SECURITIES

                                  (SENIOR DEBT)





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



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                            Key Energy Services, Inc.



           Reconciliation and tie between Trust Indenture Act of 1939

               and Indenture, dated as of _________________, ____



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



<Table>

<Caption>

Section of

Trust Indenture                                                                                  Section(s) of

Act of 1939                                                                                        Indenture

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

<S>                                                                                                   <C>

Section 310    (a)(1).........................................................................        609

               (a)(2).........................................................................        609

               (a)(3).........................................................................        Not Applicable

               (a)(4).........................................................................        Not Applicable

               (b)............................................................................        608, 610

Section 311    (a)............................................................................        613

               (b)............................................................................        613

               (c)............................................................................        Not Applicable

Section 312    (a)............................................................................        701, 702(a)

               (b)............................................................................        702(b)

               (c)............................................................................        702(c)

Section 313    (a)............................................................................        703(a)

               (b)............................................................................        703(b)

               (c)............................................................................        703(c)

               (d)............................................................................        703(d)

Section 314    (a)............................................................................        704, 1005

               (b)............................................................................        Not Applicable

               (c)(1).........................................................................        103

               (c)(2).........................................................................        103

               (c)(3).........................................................................        Not Applicable

               (d)............................................................................        Not Applicable

               (e)............................................................................        103

Section 315    (a)............................................................................        601(a)

               (b)............................................................................        602

               (c)............................................................................        601(b)

               (d)............................................................................        601(c)

               (d)(1).........................................................................        601(a)(1)

               (d)(2).........................................................................        601(c)(2)

               (d)(3).........................................................................        601(c)(3)

               (e)............................................................................        513

Section 316    (a)(1)(A)......................................................................        502, 511

               (a)(1)(B)......................................................................        512

               (a)(2).........................................................................        Not Applicable

               (a)(last sentence).............................................................        101

               (b)............................................................................        508

Section 317    (a)(1).........................................................................        503

               (a)(2).........................................................................        504

               (b)............................................................................        1003

Section 318    (a)............................................................................        108

</Table>



----------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be

         a part of the Indenture.



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                                TABLE OF CONTENTS



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RECITALS OF THE COMPANY........................................................................................1



                                   ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



SECTION 101.  DEFINITIONS......................................................................................1

      Act......................................................................................................2

      Additional Amounts.......................................................................................2

      Affiliate................................................................................................2

      Agent Members............................................................................................2

      Authenticating Agent.....................................................................................2

      Authorized Newspaper.....................................................................................2

      Board of Directors.......................................................................................2

      Board Resolution.........................................................................................2

      Business Day.............................................................................................2

      Commission...............................................................................................3

      Company..................................................................................................3

      Company Request and Company Order........................................................................3

      Conversion Event.........................................................................................3

      Corporate Trust Office...................................................................................3

      Defaulted Interest.......................................................................................3

      Depositary...............................................................................................3

      Dollar...................................................................................................3

      Event of Default.........................................................................................3

      Exchange Rate............................................................................................3

      Holder...................................................................................................3

      Indenture................................................................................................3

      interest.................................................................................................4

      Interest Payment Date....................................................................................4

      Judgment Currency........................................................................................4

      Maturity.................................................................................................4

      Officers' Certificate....................................................................................4

      Opinion of Counsel.......................................................................................4

      Original Issue Discount Security.........................................................................4

      Outstanding..............................................................................................4

      Paying Agent.............................................................................................5

      Person...................................................................................................5

      Place of Payment.........................................................................................5

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      Predecessor Security.....................................................................................5

      Redemption Date..........................................................................................5

      Redemption Price.........................................................................................6

      Regular Record Date......................................................................................6

      Required Currency........................................................................................6

      Responsible Officer......................................................................................6

      Securities...............................................................................................6

      Security Custodian.......................................................................................6

      Security Register........................................................................................6

      Special Record Date......................................................................................6

      Stated Maturity..........................................................................................6

      Subsidiary...............................................................................................6

      Trustee..................................................................................................7

      Trust Indenture Act......................................................................................7

      United States............................................................................................7

      United States Alien......................................................................................7

      U.S. Government Obligations..............................................................................7

      Wholly Owned Subsidiary..................................................................................7

      Yield to Maturity........................................................................................7

SECTION 102.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT................................................7

SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS.............................................................8

SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........................................................9

SECTION 105.  ACTS OF HOLDERS; RECORD DATES....................................................................9

SECTION 106.  NOTICES, ETC., TO TRUSTEE AND COMPANY...........................................................10

SECTION 107.  NOTICE TO HOLDERS; WAIVER OF NOTICE.............................................................11

SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT...............................................................11

SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS........................................................11

SECTION 110.  SUCCESSORS AND ASSIGNS..........................................................................11

SECTION 111.  SEPARABILITY CLAUSE.............................................................................12

SECTION 112.  BENEFITS OF INDENTURE...........................................................................12

SECTION 113.  GOVERNING LAW...................................................................................12

SECTION 114.  LEGAL HOLIDAYS..................................................................................12

SECTION 115.  CORPORATE OBLIGATION............................................................................12



                                   ARTICLE TWO



SECURITY FORMS



SECTION 201.  FORMS GENERALLY.................................................................................13

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.................................................13

SECTION 203.  SECURITIES IN GLOBAL FORM.......................................................................13

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                                       ii

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                                  ARTICLE THREE



THE SECURITIES



SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES............................................................16

SECTION 302.  DENOMINATIONS...................................................................................19

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..................................................19

SECTION 304.  TEMPORARY SECURITIES............................................................................21

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............................................21

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES................................................22

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..................................................23

SECTION 308.  PERSONS DEEMED OWNERS...........................................................................24

SECTION 309.  CANCELLATION....................................................................................24

SECTION 310.  COMPUTATION OF INTEREST.........................................................................25

SECTION 311.  CUSIP NUMBERS...................................................................................25



                                  ARTICLE FOUR



SATISFACTION, DISCHARGE AND DEFEASANCE



SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.........................................................25

SECTION 402.  APPLICATION OF TRUST MONEY......................................................................27

SECTION 403.  DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES..............................................27

SECTION 404.  APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT DEFEASANCE

              OR COVENANT DEFEASANCE..........................................................................28

SECTION 405.  DEFEASANCE AND DISCHARGE........................................................................28

SECTION 406.  COVENANT DEFEASANCE.............................................................................29

SECTION 407.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.................................................29

SECTION 408.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST..................................31

SECTION 409.  REPAYMENT TO COMPANY............................................................................31

SECTION 410.  INDEMNITY FOR GOVERNMENT OBLIGATIONS............................................................31

SECTION 411.  REINSTATEMENT...................................................................................31



                                  ARTICLE FIVE



REMEDIES



SECTION 501.  EVENTS OF DEFAULT...............................................................................32

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............................................34

SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.................................35

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM................................................................36

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS..........................36

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                                       iii

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SECTION 506.  APPLICATION OF MONEY COLLECTED..................................................................37

SECTION 507.  LIMITATION ON SUITS.............................................................................37

SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND INTEREST........................38

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES..............................................................38

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE..................................................................38

SECTION 511.  DELAY OR OMISSION NOT WAIVER....................................................................39

SECTION 512.  CONTROL BY HOLDERS..............................................................................39

SECTION 513.  WAIVER OF PAST DEFAULTS.........................................................................39

SECTION 514.  UNDERTAKING FOR COSTS...........................................................................40

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS................................................................40



                                   ARTICLE SIX



THE TRUSTEE



SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.............................................................40

SECTION 602.  NOTICE OF DEFAULTS..............................................................................42

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.......................................................................42

SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..........................................43

SECTION 605.  MAY HOLD SECURITIES.............................................................................43

SECTION 606.  MONEY HELD IN TRUST.............................................................................43

SECTION 607.  COMPENSATION AND REIMBURSEMENT..................................................................43

SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.........................................................44

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.........................................................45

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............................................45

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................................................46

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....................................47

SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................................48

SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.............................................................48



                                  ARTICLE SEVEN



HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY



SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.......................................50

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..........................................50

SECTION 703.  REPORTS BY TRUSTEE..............................................................................51

SECTION 704.  REPORTS BY COMPANY..............................................................................51

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                                       iv

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                                  ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................................52

SECTION 802.  SUCCESSOR PERSON SUBSTITUTED....................................................................52



                                  ARTICLE NINE



SUPPLEMENTAL INDENTURES



SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............................................53

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................................................54

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES............................................................55

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES...............................................................55

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.............................................................55

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............................................55



                                   ARTICLE TEN



COVENANTS



SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST......................................................56

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.................................................................56

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...............................................56

SECTION 1004. EXISTENCE.......................................................................................58

SECTION 1005. STATEMENT BY OFFICERS AS TO DEFAULT.............................................................58

SECTION 1006. WAIVER OF CERTAIN COVENANTS.....................................................................58

SECTION 1007. ADDITIONAL AMOUNTS..............................................................................58



                                 ARTICLE ELEVEN



REDEMPTION OF SECURITIES



SECTION 1101. APPLICABILITY OF ARTICLE........................................................................59

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE...........................................................59

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...............................................60

SECTION 1104. NOTICE OF REDEMPTION............................................................................60

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.....................................................................61

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE...........................................................61

SECTION 1107. SECURITIES REDEEMED IN PART.....................................................................61

SECTION 1108. PURCHASE OF SECURITIES..........................................................................62

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                                 ARTICLE TWELVE



SINKING FUNDS



SECTION 1201. APPLICABILITY OF ARTICLE........................................................................62

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES...........................................62

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.......................................................63



                                ARTICLE THIRTEEN



MEETINGS OF HOLDERS OF SECURITIES



SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.......................................................63

SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS..............................................................63

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS............................................................64

SECTION 1304. QUORUM; ACTION..................................................................................64

SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.............................65

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.................................................65

</Table>



                                       vi

<Page>



          INDENTURE, dated as of _______________, _____, between KEY ENERGY

SERVICES, INC., a corporation duly organized and existing under the laws of the

State of Maryland (herein called the "Company"), having its principal office at

400 South River Road, New Hope, Pennsylvania 18938, and [TRUSTEE], a national

banking association, as Trustee (herein called the "Trustee"), the office of the

Trustee at which at the date hereof its corporate trust business is principally

administered being [TRUSTEE ADDRESS].



                             RECITALS OF THE COMPANY



          The Company has duly authorized the execution and delivery of this

Indenture to provide for the issuance from time to time of its debentures, notes

or other evidences of indebtedness (herein called the "Securities"), to be

issued in one or more series as in this Indenture provided.



          This Indenture is subject to the provisions of the Trust Indenture Act

and the rules and regulations of the Commission promulgated thereunder that are

required to be part of this Indenture and, to the extent applicable, shall be

governed by such provisions.



          All things necessary to make this Indenture a valid agreement of the

Company, in accordance with its terms, have been done.



          NOW, THEREFORE, THIS INDENTURE WITNESSETH:



          For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for the

equal and proportionate benefit of all Holders of the Securities or of series

thereof, as follows:



                                   ARTICLE ONE



                        DEFINITIONS AND OTHER PROVISIONS

                             OF GENERAL APPLICATION



SECTION 101. DEFINITIONS.



          For all purposes of this Indenture, except as otherwise expressly

provided or unless the context otherwise requires:



          (1)   the terms defined in this Article have the meanings assigned

     to them in this Article and include the plural as well as the singular;



          (2)   all accounting terms not otherwise defined herein have the

     meanings assigned to them in accordance with generally accepted accounting

     principles in the United States, and, except as otherwise herein expressly

     provided, the term "generally accepted accounting principles" with respect

     to any computation required or permitted hereunder shall mean such

     accounting principles as are generally accepted in the United States at the

     date of such computation;



<Page>



          (3)   the words "herein," "hereof" and "hereunder" and other words

     of similar import refer to this Indenture as a whole and not to any

     particular Article, Section or other subdivision; and



          (4)   Certain terms, used principally in Article Six, are defined

     in Section 102.



          "Act," when used with respect to any Holder, has the meaning specified

in Section 105.



          "Additional Amounts" means any additional amounts that are required by

the express terms of a Security or by or pursuant to a Board Resolution, under

circumstances specified therein or pursuant thereto, to be paid by the Company

with respect to certain taxes, assessments or other governmental charges imposed

on certain Holders and that are owing to such Holders.



          "Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For 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 meanings correlative to the

foregoing.



          "Agent Members" has the meaning specified in Section 203.



          "Authenticating Agent" means any Person, which may include the

Company, authorized by the Trustee to act on behalf of the Trustee pursuant to

Section 614 to authenticate Securities of one or more series.



          "Authorized Newspaper" means a newspaper, in the English language or

in an official language of the country of publication, customarily published on

each Business Day, whether or not published on Saturdays, Sundays or holidays,

and of general circulation in the place in connection with which the term is

used or in the financial community of such place. Where successive publications

are required to be made in Authorized Newspapers, the successive publications

may be made in the same or in different newspapers in the same city meeting the

foregoing requirements and in each case on any Business Day.



          "Bankruptcy Law" means Title 11 of the United States Code or any

similar federal, state or foreign law for the relief of debtors.



          "Board of Directors" means either the board of directors of the

Company or any duly authorized committee of that board.



          "Board Resolution" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of such

certification, and delivered to the Trustee.



                                        2

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          "Business Day," when used with respect to any Place of Payment, means

each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which

banking institutions in that Place of Payment are authorized or obligated by law

or executive order to close.



          "Commission" means the Securities and Exchange Commission created

under the Securities Exchange Act of 1934, as amended, as from time to time

constituted, or, if at any time after the execution of this instrument such

Commission is not existing and performing the duties now assigned to it under

the Trust Indenture Act, then the body performing such duties at such time.



          "Company" means the Person named as the "Company" in the first

paragraph of this Indenture until a successor Person shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Company" shall mean such successor Person.



          "Company Request" and "Company Order" mean, respectively, a written

request or order signed in the name of the Company by its Chairman of the Board,

its President or a Vice President, and by its Treasurer, an Assistant Treasurer,

its Controller, an Assistant Controller, its Secretary or an Assistant

Secretary, and delivered to the Trustee.



          "Conversion Event" has the meaning specified in Section 501.



          "Corporate Trust Office" means the principal office of the Trustee in

[TRUSTEE'S CITY AND STATE] at which at any particular time its corporate trust

business shall be principally administered, which office at the date hereof is

that indicated in the introductory paragraph of this Indenture.



          "Defaulted Interest" has the meaning specified in Section 307.



          "Depositary" means, with respect to the Securities of any series

issuable or issued in whole or in part in global form, the Person designated as

Depositary by the Company pursuant to Section 301 with respect to the Securities

of such series until a successor Depositary shall have become such pursuant to

the applicable provisions of this Indenture, and thereafter "Depositary" shall

mean or include each Person who is then a Depositary hereunder, and if at any

time there is more than one such Person, "Depositary" as used with respect to

the Securities of any series shall mean each such Person.



          "Dollar" or "$" means a dollar or other equivalent unit in such coin

or currency of the United States as at the time shall be legal tender for the

payment of public and private debts.



          "Event of Default" has the meaning specified in Section 501.



          "Exchange Rate" has the meaning specified in Section 501.



          "Holder," when used with respect to any Security, means the Person in

whose name the Security is registered in the Security Register.



                                        3

<Page>



          "Indenture" means this instrument as originally executed or as it may

from time to time be supplemented or amended by one or more indentures

supplemental hereto entered into pursuant to the applicable provisions hereof

and shall include the terms of a particular series of Securities established as

contemplated by Section 301 and the provisions of the Trust Indenture Act that

are deemed to be a part of and govern this instrument.



          "interest," when used with respect to an Original Issue Discount

Security which by its terms bears interest only after Maturity, means interest

payable after Maturity.



          "Interest Payment Date," when used with respect to any Security, means

the Stated Maturity of an installment of interest on such Security.



          "Judgment Currency" has the meaning specified in Section 506.



          "Maturity," when used with respect to any Security, means the date on

which the principal of such Security or an installment of principal becomes due

and payable as therein or herein provided, whether at the Stated Maturity or by

declaration of acceleration, call for redemption or otherwise.



          "Officers' Certificate" means a certificate signed by the Chairman of

the Board, the President or a Vice President, and by the Treasurer, the

Controller, the Secretary or an Assistant Treasurer, Assistant Controller or

Assistant Secretary, of the Company, and delivered to the Trustee, which

certificate shall comply with Section 103 hereof.



          "Opinion of Counsel" means a written opinion of counsel, who may be

counsel for or an employee of the Company, rendered, if applicable, in

accordance with Section 314(c) of the Trust Indenture Act, which opinion shall

comply with Section 103 hereof.



          "Original Issue Discount Security" means any Security which provides

for an amount less than the principal amount thereof to be due and payable upon

a declaration of acceleration of the Maturity thereof pursuant to Section 502.



          "Outstanding," when used with respect to Securities of a series,

means, as of the date of determination, all Securities of such series

theretofore authenticated and delivered under this Indenture, EXCEPT:



          (i)   Securities theretofore cancelled by the Trustee or delivered

     to the Trustee for cancellation;



          (ii)  Securities for whose payment or redemption money in the

     necessary amount has been theretofore irrevocably deposited with the

     Trustee or any Paying Agent (other than the Company) in trust or set aside

     and segregated in trust by the Company (if the Company shall act as its own

     Paying Agent) for the Holders of such Securities; PROVIDED that, if such

     Securities are to be redeemed, notice of such redemption has been duly

     given pursuant to this Indenture or provision therefor satisfactory to the

     Trustee has been made; and



                                        4

<Page>



          (iii) Securities which have been paid pursuant to Section 306 or in

     exchange for or in lieu of which other Securities have been authenticated

     and delivered pursuant to this Indenture, other than any such Securities in

     respect of which there shall have been presented to the Trustee proof

     satisfactory to it that such Securities are held by a bona fide purchaser

     in whose hands such Securities are valid obligations of the Company;



PROVIDED, HOWEVER, that in determining whether the Holders of the requisite

principal amount of the Outstanding Securities have given any request, demand,

authorization, direction, notice, consent or waiver hereunder, or whether a

quorum is present at a meeting of Holders of Securities, (a) the principal

amount of an Original Issue Discount Security that shall be deemed to be

Outstanding for such purposes shall be the principal amount thereof that would

be due and payable as of the date of such determination if the Maturity thereof

were accelerated on such date pursuant to Section 502, (b) the principal amount

of a Security denominated in a foreign currency shall be the U.S. dollar

equivalent, determined by the Company on the date of original issuance of such

Security, of the principal amount (or, in the case of an Original Issue Discount

Security, the U.S. dollar equivalent, determined on the date of original

issuance of such Security, of the amount determined as provided in (a) above),

of such Security and (c) Securities owned by the Company or any other obligor

upon the Securities or any Affiliate of the Company or of such other obligor

shall be disregarded and deemed not to be Outstanding, except that, in

determining whether the Trustee shall be protected in 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 the

Trustee knows to be so owned shall be so disregarded. Securities so owned which

have been pledged in good faith may be regarded as Outstanding if the pledgee

establishes to the satisfaction of the Trustee the pledgee's right so to act

with respect to such Securities and that the pledgee is not the Company or any

other obligor upon the Securities or any Affiliate of the Company or of such

other obligor.



          "Paying Agent" means any Person, which may include the Company,

authorized by the Company to pay the principal of (and premium, if any) and

interest on or Additional Amounts with respect to any one or more series of

Securities on behalf of the Company.



          "Person" means any individual, corporation, partnership, limited

liability company, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof, or any other entity of any kind.



          "Place of Payment," when used with respect to the Securities of any

series, means the place or places where the principal of (and premium, if any)

and interest on and any Additional Amounts with respect to the Securities of

that series are payable as specified in accordance with Section 301 subject to

the provisions of Section 1002.



          "Predecessor Security" of any particular Security means every previous

Security evidencing all or a portion of the same debt as that evidenced by such

particular Security; and, for the purposes of this definition, any Security

authenticated and delivered under Section 306 in exchange for or in lieu of a

mutilated, destroyed, lost or stolen Security shall be deemed to evidence the

same debt as the mutilated, destroyed, lost or stolen Security.



                                        5

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          "Redemption Date," when used with respect to any Security to be

redeemed, means the date fixed for such redemption by or pursuant to the terms

of the Security and this Indenture.



          "Redemption Price," when used with respect to any Security to be

redeemed, means the price at which it is to be redeemed pursuant to the terms of

the Security and this Indenture.



          "Regular Record Date" for the interest payable on any Interest Payment

Date on the Securities of any series means the date specified for that purpose

as contemplated by Section 301, or, if not so specified, the last day of the

calendar month preceding such Interest Payment Date if such Interest Payment

Date is the fifteenth day of the calendar month or the fifteenth day of the

calendar month preceding such Interest Payment Date if such Interest Payment

Date is the first day of a calendar month, whether or not such day shall be a

Business Day.



          "Required Currency" has the meaning specified in Section 506.



          "Responsible Officer," when used with respect to the Trustee, means

the chairman or any vice chairman of the board of directors, the chairman or any

vice chairman of the executive committee of the board of directors, the

president, any vice president, the secretary, any assistant secretary, any trust

officer or assistant trust officer or any other officer of the Trustee

customarily performing functions similar to those performed by any of the above

designated officers and also means, with respect to a particular corporate trust

matter, any other officer to whom such matter is referred because of his

knowledge of and familiarity with the particular subject.



          "Securities" has the meaning stated in the first recital of this

Indenture and more particularly means any Securities authenticated and delivered

under this Indenture.



          "Security Custodian" means, with respect to Securities of a series

issued in global form, the Trustee for Securities of such series, acting in its

capacity as custodian with respect to the Securities of such series, or any

successor entity thereto, or any other Person designated by such Trustee, or

such successor entity, to act as custodian with respect to the securities of

such series.



          "Security Register" and "Security Registrar" have the respective

meanings specified in Section 305.



          "Special Record Date" for the payment of any Defaulted Interest on the

Securities of any series means a date fixed by the Trustee pursuant to Section

307.



          "Stated Maturity," when used with respect to any Security or any

installment of principal thereof or interest thereon, means the date specified

in such Security as the fixed date on which the principal of such Security or

such installment of principal or interest is due and payable.



                                        6

<Page>



          "Subsidiary" means a corporation more than 50% of the outstanding

voting stock of which is owned, directly or indirectly, by the Company or by one

or more other Subsidiaries, or by the Company and one or more other

Subsidiaries. For the purposes of this definition, "voting stock" means stock

which ordinarily has voting power for the election of directors, whether at all

times or only so long as no senior class of stock has such voting power by

reason of any contingency.



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

amended, as in force at the date as of which this Indenture was executed, except

as provided in Section 905.



          "Trustee" means the Person named as the "Trustee" in the first

paragraph of this Indenture until a successor Trustee shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Trustee" shall mean or include each Person who is then a Trustee hereunder, and

if at any time there is more than one such Person, "Trustee" as used with

respect to the Securities of any series shall mean the Trustee with respect to

Securities of that series.



          "United States" means the United States of America (including the

states and the District of Columbia) and its "possessions," which include Puerto

Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the

Northern Mariana Islands.



          "United States Alien" means any Person who, for United States federal

income tax purposes, is a foreign corporation, a non-resident alien individual,

a non-resident alien or foreign fiduciary of an estate or trust, or a foreign

partnership.



          "U.S. Government Obligations" has the meaning specified in Section

401.



          "Vice President" when used with respect to the Company or the Trustee,

means any vice president, whether or not designated by a number or a word or

words added before or after the title "vice president."



          "Wholly Owned Subsidiary" means a corporation all the outstanding

voting stock or other equity interests (other than any directors' qualifying

shares) of which is owned, directly or indirectly, by the Company or by one or

more other Wholly Owned Subsidiaries, or by the Company and one or more other

Wholly Owned Subsidiaries. For the purposes of this definition, "voting stock"

means stock which ordinarily has voting power for the election of directors,

whether at all times or only so long as no senior class of stock has such voting

power by reason of any contingency.



          "Yield to Maturity," when used with respect to any Original Issue

Discount Security, means the yield to maturity, if any, set forth on the face

thereof.



SECTION 102. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.



          Whenever this Indenture refers to a provision of the Trust Indenture

Act, the provision is incorporated by reference in and made a part of this

Indenture. The following Trust Indenture Act terms used in this Indenture have

the following meanings:



                                        7

<Page>



          "indenture securities" means the Securities.



          "indenture security holder" means a Holder.



          "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 terms used in this Indenture that are defined by the Trust

Indenture Act, defined by Trust Indenture Act reference to another statute or

defined by a Commission rule under the Trust Indenture Act and not otherwise

defined herein have the meanings assigned to them therein.



SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.



          Except as otherwise expressly provided by this Indenture, upon any

application or request by the Company to the Trustee to take any action under

any provision of this Indenture, the Company shall furnish to the Trustee an

Officers' Certificate stating that all conditions precedent, if any (including

any covenants the compliance with which constitutes a condition precedent

provided for in this Indenture relating to the proposed action have been

complied with and an Opinion of Counsel stating that in the opinion of such

counsel all such conditions precedent, if any (including any covenants the

compliance with which constitutes a condition precedent) have been complied

with, except that in the case of any such application or request as to which the

furnishing of such documents is specifically required by any provision of this

Indenture relating to such particular application or request, no additional

certificate or opinion need be furnished.



          Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Indenture shall include



          (1)   a statement that each Person signing such certificate or

     opinion has read such covenant or condition and the definitions herein

     relating thereto;



          (2)   a brief statement as to the nature and scope of the

     examination or investigation upon which the statements or opinions

     contained in such certificate or opinion are based;



          (3)   a statement that, in the opinion of each such Person, such

     Person has made such examination or investigation as is necessary to enable

     such Person 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, in the opinion of each such

     Person, such condition or covenant has been complied with.



                                        8

<Page>



SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.



          In any case where several matters are required to be certified by, or

covered by an opinion of, any specified Person, it is not necessary that all

such matters be certified by, or covered by the opinion of, only one such

Person, or that they be so certified or covered by only one document, but one

such Person may certify or give an opinion with respect to some matters and one

or more other such Persons as to other matters, and any such Person may certify

or give an opinion as to such matters in one or several documents.



          Any certificate or opinion of an officer of the Company may be based,

insofar as it relates to legal matters, upon a certificate or opinion of, or

representations by, counsel, unless such officer knows, or in the exercise of

reasonable care should know, that the certificate or opinion or representations

with respect to the matters upon which his certificate or opinion is based are

erroneous. Any such certificate or Opinion of Counsel may be based, insofar as

it relates to factual matters, upon a certificate or opinion of, or

representations by, an officer or officers of the Company stating that the

information with respect to such factual matters is in the possession of the

Company, unless such counsel knows, or in the exercise of reasonable care should

know, that the certificate or opinion or representations with respect to such

matters are erroneous.



          Where any Person is required to make, give or execute two or more

applications, requests, consents, certificates, statements, opinions or other

instruments under this Indenture, they may, but need not, be consolidated and

form one instrument.



SECTION 105. ACTS OF HOLDERS; RECORD DATES.



     (a)  Any request, demand, authorization, direction, notice, consent, waiver

or other action provided by this Indenture to be given or taken by Holders may

be embodied in and evidenced by one or more instruments of substantially similar

tenor signed by such Holders in person or by an agent duly appointed in writing.

Except as herein otherwise expressly provided, such action shall become

effective when such instrument or instruments or record thereof or both are

delivered to the Trustee and, where it is hereby expressly required, to the

Company. Such instrument or instruments and any such record (and the action

embodied therein and evidenced thereby) are herein sometimes referred to as the

"Act" of the Holders signing such instrument or instruments and so voting at any

such meeting. Proof of execution of any such instrument or of a writing

appointing any such agent, or the holding of any Person of a Security, shall be

sufficient for any purpose of this Indenture and (subject to Section 601)

conclusive in favor of the Trustee and the Company, if made in the manner

provided in this Section. The record of any meeting of Holders of Securities

shall be proved in the manner provided in Section 1306.



          The Company may set in advance a record date for purposes of

determining the identity of Holders of Securities entitled to vote or consent to

any action by vote or consent authorized or permitted under this Indenture. If a

record date is fixed, those Persons who were Holders of Outstanding Securities

at such record date (or their duly designated proxies), and only those Persons,

shall be entitled with respect to such Securities to take such action by vote or

consent or to revoke any vote or consent previously given, whether or not such

Persons continue to be



                                        9

<Page>



Holders after such record date. Promptly after any record date is set pursuant

to this paragraph, the Company, at its own expense, shall cause notice thereof

to be given to the Trustee in writing in the manner provided in Section 106 and

to the relevant Holders as set forth in Section 107.



     (b)  The fact and date of the execution by any Person of any such

instrument or writing may be proved by the affidavit of a witness of such

execution or by a certificate of a notary public or other officer authorized by

law to take acknowledgments of deeds, certifying that the individual signing

such instrument or writing acknowledged to him the execution thereof. Where such

execution is by a signer acting in a capacity other than his individual

capacity, such certificate or affidavit shall also constitute sufficient proof

of his authority. The fact and date of the execution of any such instrument or

writing, or the authority of the Person executing the same, may also be proved

in any other manner which the Trustee deems sufficient.



     (c)  The principal amount and serial numbers of Securities held by any

Person, and the date of holding the same, shall be proved by the Security

Register.



     (d)  Any request, demand, authorization, direction, notice, consent, waiver

or other Act of the Holder of any Security shall bind every future Holder of the

same Security and the Holder of every Security issued upon the registration of

transfer thereof or in exchange therefor or in lieu thereof in respect of

anything done, omitted or suffered to be done by the Trustee or the Company in

reliance thereon, whether or not notation of such action is made upon such

Security. Any Holder or subsequent Holder may revoke the request, demand,

authorization, direction, notice, consent or other Act as to his Security or

portion of his Security; PROVIDED, HOWEVER, that such revocation shall be

effective only if the Trustee receives the notice of revocation before the date

the Act becomes effective.



SECTION 106. NOTICES, ETC., TO TRUSTEE AND COMPANY.



          Any request, demand, authorization, direction, notice, consent, waiver

or Act of Holders or other document provided or permitted by this Indenture to

be made upon, given or furnished to, or filed with,



          (1)   the Trustee by any Holder or by the Company shall be

     sufficient for every purpose hereunder if made, given, furnished or filed

     in writing to or with the Trustee at its Corporate Trust Office, Attention:

     Corporate Trust Administration, or



          (2)   the Company by the Trustee or by any Holder shall be

     sufficient for every purpose hereunder (unless otherwise herein expressly

     provided) if in writing and mailed, first-class postage prepaid, to the

     Company addressed to it at the address of its principal office specified in

     the first paragraph of this Indenture or at any other address previously

     furnished in writing to the Trustee by the Company, Attention: Corporate

     Secretary.



                                       10

<Page>



SECTION 107. NOTICE TO HOLDERS; WAIVER OF NOTICE.



          Where this Indenture provides for notice to Holders of Securities of

any event, such notice shall be sufficiently given (unless otherwise herein

expressly provided) if in writing and mailed, first-class postage prepaid, to

each Holder affected by such event, at the address of such Holder as it appears

in the Security Register, not later than the latest date, and not earlier than

the earliest date, prescribed for the giving of such notice.



          In case by reason of the suspension of regular mail service, or by

reason of any other cause it shall be impracticable to give such notice to

Holders of Securities by mail, then such notification as shall be made with the

approval of the Trustee shall constitute a sufficient notification for every

purpose hereunder. In any case in which notice to Holders of Securities is given

by mail, neither the failure to mail such notice, nor any defect in any notice

so mailed, to any particular Holder of a Security, shall affect the sufficiency

of such notice with respect to other Holders of Securities.



          Where this Indenture provides for notice in any manner, such notice

may be waived in writing by the Person entitled to receive such notice, either

before or after the event, and such waiver shall be the equivalent of such

notice. Waivers of notice by Holders shall be filed with the Trustee, but such

filing shall not be a condition precedent to the validity of any action taken in

reliance upon such waiver.



SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.



          If any provision hereof limits, qualifies or conflicts with any

provision of the Trust Indenture Act or another provision hereof which is

required to be included in this Indenture by any of the provisions of the Trust

Indenture Act, such provision of the Trust Indenture Act or such other provision

hereof which is required to be included by any provision of the Trust Indenture

Act shall control. If any provision of this Indenture modifies or excludes any

provision of the Trust Indenture Act which may be so modified or excluded, the

former provision shall be deemed to apply to this Indenture as so modified or to

be excluded.



SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.



          The Article and Section headings herein and the Table of Contents are

for convenience only and shall not affect the construction hereof.



SECTION 110. SUCCESSORS AND ASSIGNS.



          All covenants and agreements in this Indenture by the Company shall

bind its successors and assigns, whether so expressed or not.



                                       11

<Page>



SECTION 111. SEPARABILITY CLAUSE.



          In case any provision in this Indenture or in the Securities shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of

the remaining provisions shall not in any way be affected or impaired thereby.



SECTION 112. BENEFITS OF INDENTURE.



          Nothing in this Indenture or in the Securities, express or implied,

shall give to any Person, other than the parties hereto and their successors

hereunder, any Authenticating Agent, Paying Agent, Security Registrar, Security

Custodian and the Holders, any benefit or any legal or equitable right, remedy

or claim under this Indenture.



SECTION 113. GOVERNING LAW.



          This Indenture and the Securities shall be governed by and construed

in accordance with the laws of the State of New York, but without giving effect

to applicable principles of conflicts of law to the extent the application of

the laws of another jurisdiction would be required thereby.



SECTION 114. LEGAL HOLIDAYS.



          In any case where any Interest Payment Date, Redemption Date or Stated

Maturity of any Security shall not be a Business Day at any Place of Payment,

then (notwithstanding any other provision of this Indenture or of the

Securities) payment of principal and interest (and premium and Additional

Amounts, if any) need not be made at such Place of Payment on such date, but may

be made on the next succeeding Business Day at such Place of Payment with the

same force and effect as if made on the Interest Payment Date or Redemption

Date, or at the Stated Maturity, PROVIDED that no interest shall accrue with

respect to such payment for the period from and after such Interest Payment

Date, Redemption Date or Stated Maturity, as the case may be.



SECTION 115. CORPORATE OBLIGATION.



          No recourse may be taken, directly or indirectly, against any

incorporator, subscriber to the capital stock, stockholder, officer, director or

employee of the Company or the Trustee or of any predecessor or successor of the

Company or the Trustee with respect to the Company's obligations on the

Securities or the obligations of the Company or the Trustee under this Indenture

or any certificate or other writing delivered in connection herewith.



                                       12

<Page>



                                   ARTICLE TWO



                                 SECURITY FORMS



SECTION 201. FORMS GENERALLY.



          The Securities of each series shall be in fully registered form and in

substantially such form or forms (including temporary or permanent global form)

as shall be established by or pursuant to a Board Resolution or in one or more

indentures supplemental hereto, in each case with such appropriate insertions,

omissions, substitutions and other variations as are required or permitted by

this Indenture and may have such letters, numbers or other marks of

identification and such legends or endorsements placed thereon as may be

required to comply with the rules of any securities exchange or as may,

consistently herewith, be determined by the officers executing such Securities,

as evidenced by their execution of the Securities. If temporary Securities of

any series are issued in global form as permitted by Section 304, the form

thereof shall be established as provided in the preceding sentence. A copy of

the Board Resolution establishing the form or forms of Securities of any series

(or any such temporary global Security) shall be certified by the Secretary or

an Assistant Secretary of the Company and delivered to the Trustee at or prior

to the delivery of the Company Order contemplated by Section 303 for the

authentication and delivery of such Securities (or any such temporary global

Security).



          The definitive Securities shall be printed, lithographed or engraved

on steel engraved borders or may be produced in any other manner, all as

determined by the officers executing such Securities, as evidenced by their

execution thereof.



SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.



          The Trustee's certificate of authentication shall be in substantially

the following form:



          "This is one of the Securities of the series designated therein

referred to in the within-mentioned Indenture.



                                   [                                          ]

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

                                           AS TRUSTEE



                                     By

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

                                              AUTHORIZED SIGNATORY."



SECTION 203. SECURITIES IN GLOBAL FORM.



          If Securities of a series are issuable in global form, as contemplated

by Section 301, then, notwithstanding clause (10) of Section 301 and the

provisions of Section 302, any such Security shall represent such of the

Outstanding Securities of such series as shall be specified therein and may

provide that it shall represent the aggregate amount of Outstanding Securities

from time to time endorsed thereon and that the aggregate amount of Outstanding

Securities represented thereby



                                       13

<Page>



may from time to time be reduced to reflect exchanges. Any endorsement of a

Security in global form to reflect the amount, or any increase or decrease in

the amount, of Outstanding Securities represented thereby shall be made by the

Trustee in such manner and upon instructions given by such Person or Persons as

shall be specified in such Security or in a Company Order to be delivered to the

Trustee pursuant to Section 303 or Section 304. Subject to the provisions of

Section 303 and, if applicable, Section 304, the Trustee shall deliver and

redeliver any Security in permanent global form in the manner and upon

instructions given by the Person or Persons specified in such Security or in the

applicable Company Order. With respect to the Securities of any series that are

represented by a Security in global form, the Company authorizes the execution

and delivery by the Trustee of a letter of representations or other similar

agreement or instrument in the form customarily provided for by the Depositary

appointed with respect to such global Security. Any Security in global form may

be deposited with the Depositary or its nominee, or may remain in the custody of

the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement

or similar agreement between the Trustee and the Depositary. If a Company Order

pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any

instructions by the Company with respect to endorsement or delivery or

redelivery of a Security in global form shall be in writing but need not comply

with Section 103 and need not be accompanied by an Opinion of Counsel.



          Members of, or participants in, the Depositary ("Agent Members") shall

have no rights under this Indenture with respect to any Security issued in

global form held on their behalf by the Depositary, or the Security Custodian as

its custodian, or under such global Security, and the Depositary may be treated

by the Company, the Security Custodian and any agent of the Company or the

Trustee as the absolute owner of such global Security for all purposes

whatsoever. Notwithstanding the foregoing, (i) the registered holder of a

Security of any series issued in global form may grant proxies and otherwise

authorize any Person, including Agent Members and Persons that may hold

interests through Agent Members, to take any action that a Holder of such series

is entitled to take under this Indenture or the Securities of such series and

(ii) nothing herein shall prevent the Company, the Security Custodian or any

agent of the Company or the Security Custodian, from giving effect to any

written certification, proxy or other authorization furnished by the Depositary

or shall impair, as between the Depositary and its Agent Members, the operation

of customary practices governing the exercise of the rights of a beneficial

owner of any Security.



          Notwithstanding Section 305, except as otherwise specified as

contemplated by Section 301, any permanent global Security shall be exchangeable

only as provided in this paragraph. If the beneficial owners of interests in a

permanent global Security are entitled to exchange such interest for Securities

of such series and of like tenor and principal amount of another authorized form

and denomination, as specified as contemplated by Section 301, then without

unnecessary delay but in any event not later than the earliest date on which

such interests may be so exchanged, the Company shall deliver to the Trustee

definitive Securities of that series in an aggregate principal amount equal to

the principal amount of such permanent global Security, executed by the Company.

On or after the earliest date on which such interests may be so exchanged, such

permanent global Security shall be surrendered from time to time in accordance

with instructions given to the Trustee and the Depositary (which instructions

shall be in writing but need not comply with Section 103 or be accompanied by an

Opinion of Counsel) by the Depositary or such other depositary as shall be

specified in the Company Order with respect thereto to the Trustee, as the

Company's agent for such



                                       14

<Page>



purpose, to be exchanged, in whole or in part, for definitive Securities of the

same series without charge and the Trustee shall authenticate and deliver, in

exchange for each portion of such permanent global Security, a like aggregate

principal amount of other definitive Securities of the same series of authorized

denominations and of like tenor as the portion of such permanent global Security

to be exchanged; PROVIDED, HOWEVER, that no such exchanges may occur during a

period beginning at the opening of business 15 days before any selection of

Securities of that series is to be redeemed and ending on the relevant

Redemption Date. Promptly following any such exchange in part, such permanent

global Security marked to evidence the partial exchange shall be returned by the

Trustee to the Depositary or such other depositary referred to above in

accordance with the instructions of the Company referred to above. If a

definitive Security is issued in exchange for any portion of a permanent global

Security after the close of business at the office or agency where such exchange

occurs on (i) any Regular Record Date and before the opening of business at such

office or agency on the relevant Interest Payment Date, or (ii) any Special

Record Date and before the opening of business at such office or agency on the

related proposed date for payment of Defaulted Interest, interest or Defaulted

Interest, as the case may be, will not be payable on such Interest Payment Date

or proposed date for payment, as the case may be, in respect of such Security,

but will be payable on such Interest Payment Date or proposed for payment, as

the case may be, only to the Person to whom interest in respect of such portion

of such permanent global Security is payable in accordance with the provisions

of this Indenture.



          Notwithstanding Section 305, except as otherwise specified as

contemplated by Section 301, transfers of a Security issued in global form shall

be limited to transfers of such global Security in whole, but not in part, to

the Depositary, its successors or their respective nominees. Interests of

beneficial owners in a Security issued in global form may be transferred in

accordance with the rules and procedures of the Depositary. Securities of any

series shall be transferred to all beneficial owners of a global Security of

such series in exchange for their beneficial interests in that global Security

if, and only if, either (1) the Depositary notifies the Company that it is

unwilling or unable to continue as Depositary for the global Security of such

series and a successor Depositary is not appointed by the Company within 90 days

of such notice, (2) an Event of Default has occurred with respect to such series

and is continuing and the Security Registrar has received a request from the

Depositary or the Trustee to issue Securities of such series in lieu of all or a

portion of that global Security (in which case the Company shall deliver

Securities of such series within 30 days of such request) or (3) the Company

determines not to have the Securities of such series represented by a global

Security.



          In connection with any transfer of a portion of the beneficial

interest in a global Security of any series to beneficial owners pursuant to

this Section 203, the Security Registrar shall reflect on its books and records

the date and a decrease in the principal amount of the global Security of that

series in an amount equal to the principal amount of the beneficial interest in

the global Security of that series to be transferred, and the Company shall

execute, and the Trustee upon receipt of a Company Order for the authentication

and delivery of Securities of that series shall authenticate and deliver, one or

more Securities of the same series of like tenor and amount.



                                       15

<Page>



          In connection with the transfer of all the beneficial interests in a

global Security of any series to beneficial owners pursuant to this Section 203,

the global Security shall be deemed to be surrendered to the Trustee for

cancellation, and the Company shall execute, and the Trustee shall authenticate

and deliver, to each beneficial owner identified by the Depositary in exchange

for its beneficial interest in the global Security, an equal aggregate principal

amount of Securities of that series of authorized denominations.



          Neither the Company nor the Trustee will have any responsibility or

liability for any aspect of the records relating to, or payments made on account

of, Securities of any series by the Depositary, or for maintaining, supervising

or reviewing any records of the Depositary relating to such Securities. Neither

the Company nor the Trustee shall be liable for any delay by the related global

Security Holder or the Depositary in identifying the beneficial owners, and each

such Person may conclusively rely on, and shall be protected in relying on,

instructions from such global Security Holder or the Depositary for all purposes

(including with respect to the registration and delivery, and the respective

principal amounts, of the Securities to be issued).



          The provisions of the last sentence of Section 303 shall apply to any

Security in global form if such Security was never issued and sold by the

Company and the Company delivers to the Trustee the Security in global form

together with written instructions (which need not comply with Section 103 and

need not be accompanied by an Opinion of Counsel) with regard to the reduction

in the principal amount of Securities represented thereby, together with the

written statement contemplated by the last sentence of Section 303.



          Notwithstanding the provisions of Sections 201 and 307, unless

otherwise specified as contemplated by Section 301, payment of principal of (and

premium, if any) and interest on and any Additional Amounts with respect to any

Security in permanent global form shall be made to the Person or Persons

specified therein.



          Notwithstanding the provisions of Section 308 and except as provided

in the preceding paragraph, the Company, the Trustee and any agent of the

Company or of the Trustee shall treat a Person as the Holder of such principal

amount of Outstanding Securities represented by a global Security as shall be

specified in a written statement, if any, of the Holder of such global Security,

which is produced to the Security Registrar by such Holder.



          Global Securities may be issued in either temporary or permanent form.

Permanent global Securities will be issued in definitive form.



                                  ARTICLE THREE



                                 THE SECURITIES



SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.



          The aggregate principal amount of Securities which may be

authenticated and delivered under this Indenture is unlimited.



                                       16

<Page>



          The Securities may be issued in one or more series. There shall be

established in or pursuant to a Board Resolution, and set forth in an Officers'

Certificate or in a Company Order, or established in one or more indentures

supplemental hereto, prior to the issuance of Securities of any series,



          (1)   the title of the Securities of the series (which shall

     distinguish the Securities of the series from all other Securities);



          (2)   any limit upon the aggregate principal amount of the

     Securities of the series which may be authenticated and delivered under

     this Indenture (except for Securities authenticated and delivered upon

     registration of transfer of, or in exchange for, or in lieu of, other

     Securities of the series pursuant to Section 304, 305, 306, 906 or 1107);



          (3)   whether any Securities of the series are to be issuable

     initially in temporary global form and whether any Securities of the series

     are to be issuable in permanent global form, and, if so, whether beneficial

     owners of interests in any such global Security may exchange such interests

     for Securities of such series and of like tenor of any authorized form and

     denomination and the circumstances under which any such exchanges may

     occur, if other than in the manner provided in Section 203, and the

     Depositary for any Global Security or Securities of such series;



          (4)   (i) if other than as provided herein, the Person to whom any

     interest on Securities of the series shall be payable, and (ii) the manner

     in which any interest payable on a temporary global Security on any

     Interest Payment Date will be paid if other than in the manner provided in

     Section 304;



          (5)   the date or dates on which the principal of (and premium, if

     any, on) the Securities of the series is payable or the method of

     determination thereof;



          (6)   the rate or rates, or the method of determination thereof, at

     which the Securities of the series shall bear interest, if any, whether and

     under what circumstances Additional Amounts with respect to such Securities

     shall be payable, the date or dates from which such interest shall accrue,

     the Interest Payment Dates on which such interest shall be payable and, if

     other than as set forth in Section 101, the Regular Record Date for the

     interest payable on any Securities on any Interest Payment Date;



          (7)   the place or places where, subject to the provisions of

     Section 1002, the principal of (and premium, if any), any interest on and

     any Additional Amounts with respect to the Securities of the series shall

     be payable;



          (8)   the period or periods within which, the price or prices

     (whether denominated in cash, securities or otherwise) at which and the

     terms and conditions upon which Securities of the series may be redeemed,

     in whole or in part, at the option of the Company, if the Company is to

     have that option, and the manner in which the Company must exercise any

     such option if different from those set forth herein;



                                       17

<Page>



          (9)   the obligation, if any, of the Company to redeem or purchase

     Securities of the series pursuant to any sinking fund or analogous

     provisions or at the option of a Holder thereof and the period or periods

     within which, the price or prices (whether denominated in cash, securities

     or otherwise) at which and the terms and conditions upon which Securities

     of the series shall be redeemed or purchased in whole or in part pursuant

     to such obligation;



          (10)  the denomination in which any Securities of that series shall

     be issuable, if other than denominations of $1,000 and any integral

     multiple thereof;



          (11)  the currency or currencies (including composite currencies)

     if other than Dollars, or the form, including equity securities, other debt

     securities (including Securities), warrants or any other securities or

     property of the Company or any other Person, in which payment of the

     principal of (and premium, if any), any interest on and any Additional

     Amounts with respect to the Securities of the series shall be payable;



          (12)  if the principal of (and premium, if any) or interest on or

     any Additional Amounts with Respect to the Securities of the series are to

     be payable, at the election of the Company or a Holder thereof, in a

     currency or currencies (including composite currencies) other than that in

     which the Securities are stated to be payable, the currency or currencies

     (including composite currencies) in which payment of the principal of (and

     premium, if any) and interest on, and any Additional Amounts with respect

     to, Securities of such series as to which such election is made shall be

     payable, and the periods within which and the terms and conditions upon

     which such election is to be made;



          (13)  if the amount of payments of principal of (and premium, if

     any), any interest on and any Additional Amounts with respect to the

     Securities of the series may be determined with reference to any

     commodities, currencies or indices, values, rates or prices or any other

     index or formula, the manner in which such amounts shall be determined;



          (14)  if other than the entire principal amount thereof, the

     portion of the principal amount of Securities of the series which shall be

     payable upon declaration of acceleration of the Maturity thereof pursuant

     to Section 502;



          (15)  any additional means of satisfaction and discharge of this

     Indenture with respect to Securities of the series pursuant to Section 401,

     any additional conditions to discharge pursuant to Section 401 or 403 and

     the application, if any, of Section 403;



          (16)  any deletions or modifications of or additions to the

     definitions set forth in Section 101, the Events of Default set forth in

     Section 501 or covenants of the Company set forth in Article Ten pertaining

     to the Securities of the series;



                                       18

<Page>



          (17)  if the Securities of the series are to be convertible into or

     exchangeable for equity securities, other debt securities (including

     Securities), warrants or any other securities or property of the Company or

     any other Person, at the option of the Company or the Holder or upon the

     occurrence of any condition or event, the terms and conditions for such

     conversion or exchange; and



          (18)  any other terms of the series (which terms shall not be

     inconsistent with the provisions of this Indenture).



          All Securities of any one series shall be substantially identical

except as to denomination and except as may otherwise be provided in or pursuant

to the Board Resolution referred to above and (subject to Section 303) set

forth, or determined in the manner provided, in the Officers' Certificate

referred to above or in any such indenture supplemental hereto.



          At the option of the Company, interest on the Securities of any series

that bears interest may be paid by mailing a check to the address of any Holder

as such address shall appear in the Security Register.



          If any of the terms of the series are established by action taken

pursuant to a Board Resolution, a copy of an appropriate record of such action

together with such Board Resolution shall be certified by the Secretary or an

Assistant Secretary of the Company and delivered to the Trustee at or prior to

the delivery of the Officers' Certificate setting forth the terms of the series.



SECTION 302. DENOMINATIONS.



          The Securities of each series shall be issuable in such denominations

as shall be specified as contemplated by Section 301. In the absence of any such

provisions with respect to the Securities of any series, the Securities of such

series denominated in Dollars shall be issuable in denominations of $1,000 and

any integral multiple thereof. Unless otherwise provided as contemplated by

Section 301 with respect to any series of Securities, any Securities of a series

denominated in a currency other than Dollars shall be issuable in denominations

that are the equivalent, as determined by the Company by reference to the noon

buying rate in The City of New York for cable transfers for such currency, as

such rate is reported or otherwise made available by the Federal Reserve Bank of

New York, on the applicable issue date for such Securities, of $1,000 and any

integral multiple thereof.



SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.



          The Securities shall be executed on behalf of the Company by its

Chairman of the Board, its President, its Treasurer or one of its Vice

Presidents, under its corporate seal reproduced thereon or affixed thereto

attested by its Secretary or one of its Assistant Secretaries. The signature of

any of these officers on the Securities may be manual or facsimile.



                                       19

<Page>



          Securities bearing the manual or facsimile signatures of individuals

who were at any time the proper officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Securities or did not

hold such offices at the date of such Securities.



          At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Securities of any series executed by the

Company to the Trustee for authentication, together with a Company Order for the

authentication and delivery of such Securities, and the Trustee in accordance

with the Company Order shall authenticate and deliver such Securities as

provided in this Indenture and not otherwise.



          If the form or terms of the Securities of the series have been

established in or pursuant to one or more Board Resolutions or any other method

permitted by Sections 201 and 301, in authenticating such Securities, and

accepting the additional responsibilities under this Indenture in relation to

such Securities, the Trustee shall be entitled to receive, and (subject to

Section 601) shall be fully protected in relying upon, an Opinion of Counsel

stating,



          (a)   if the form of such Securities has been established by or

     pursuant to Board Resolution as permitted by Section 201, that such form

     has been established in conformity with the provisions of this Indenture;



          (b)   if the terms of such Securities have been established by or

     pursuant to Board Resolution as permitted by Section 301, that such terms

     have been established in conformity with the provisions of this Indenture;

     and



          (c)   that such Securities, when authenticated and delivered by the

     Trustee and issued by the Company in the manner and subject to any

     conditions specified in such Opinion of Counsel, will constitute legal,

     valid and binding obligations of the Company, enforceable in accordance

     with their terms, except as such enforcement is subject to the effect of

     (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other

     laws relating to or affecting creditors' rights and (ii) general principles

     of equity (regardless of whether such enforcement is considered in a

     proceeding in equity or at law).



If such form or terms have been so established, the Trustee shall not be

required to authenticate such Securities if the issue of such Securities

pursuant to this Indenture will affect the Trustee's own rights, duties or

immunities under the Securities and this Indenture or otherwise in a manner

which is not reasonably acceptable to the Trustee.



          Each Security shall be dated the date of its authentication.



          No Security shall be entitled to any benefit under this Indenture or

be valid or obligatory for any purpose unless there appears on such Security, a

certificate of authentication substantially in the form provided for herein

executed by the Trustee by manual signature, and such certificate upon any

Security shall be conclusive evidence, and the only evidence, that such Security

has been duly authenticated and delivered hereunder. Notwithstanding the

foregoing, if any Security



                                       20

<Page>



shall have been authenticated and delivered hereunder but never issued and sold

by the Company, and the Company shall deliver such Security to the Trustee for

cancellation as provided in Section 309 together with a written statement (which

need not comply with Section 103 and need not be accompanied by an Opinion of

Counsel) stating that such Security has never been issued and sold by the

Company, for all purposes of this Indenture such Security shall be deemed never

to have been authenticated and delivered hereunder and shall never be entitled

to the benefits of this Indenture.



SECTION 304. TEMPORARY SECURITIES.



          Pending the preparation of definitive Securities of any series, the

Company may execute, and upon Company Order the Trustee shall authenticate and

deliver, temporary Securities which are printed, lithographed, typewritten,

mimeographed or otherwise produced, in any authorized denomination,

substantially of the tenor of the definitive Securities in lieu of which they

are issued, in registered form and with such appropriate insertions, omissions,

substitutions and other variations as the officers of the Company executing such

Securities may determine, as evidenced by their execution of such Securities.



          Except in the case of temporary Securities in global form (which shall

be exchanged in accordance with the provisions of the following paragraphs), if

temporary Securities of any series are issued, the Company will cause definitive

Securities of that series to be prepared without unreasonable delay. After the

preparation of definitive Securities of such series, the temporary Securities of

such series shall be exchangeable for definitive Securities of such series upon

surrender of the temporary Securities of such series at the office or agency of

the Company in a Place of Payment for that series, without charge to the Holder.

Upon surrender for cancellation of any one or more temporary Securities of any

series, the Company shall execute and the Trustee shall authenticate and deliver

in exchange therefor a like principal amount of definitive Securities of the

same series of authorized denominations. Until so exchanged the temporary

Securities of any series shall in all respects be entitled to the same benefits

under this Indenture as definitive Securities of such series.



          All Outstanding temporary Securities of any series shall in all

respects be entitled to the same benefits under this Indenture as definitive

Securities of the same series and of like tenor authenticated and delivered

hereunder.



SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.



          The Company shall cause to be kept for each series of Securities at

one of the offices or agencies maintained pursuant to Section 1002 a register

(the register maintained in such office and in any other office or agency of the

Company in a Place of Payment being herein sometimes collectively referred to as

the "Security Register") in which, subject to such reasonable regulations as it

may prescribe, the Company shall provide for the registration of Securities and

of transfers of Securities of such series. The Trustee is hereby initially

appointed "Security Registrar" for the purpose of registering Securities and

transfers of Securities as herein provided.



                                       21

<Page>



          Except as set forth in Section 203 or as may be provided pursuant to

Section 301, upon surrender for registration of transfer of any Security of any

series at the office or agency in a Place of Payment for that series, the

Company shall execute, and the Trustee shall authenticate and deliver, in the

name of the designated transferee or transferees, one or more new Securities of

the same series and of like tenor, of any authorized denominations and of a like

aggregate principal amount.



          At the option of the Holder, Securities of any series may be exchanged

for other Securities of the same series and of like tenor, of any authorized

denominations and of a like aggregate principal amount, upon surrender of the

Securities to be exchanged at such office or agency. Whenever any Securities are

so surrendered for exchange, the Company shall execute, and the Trustee shall

authenticate and deliver, the Securities which the Holder making the exchange is

entitled to receive.



          All Securities issued upon any registration of transfer or exchange of

Securities shall be the valid obligations of the Company, evidencing the same

debt, and entitled to the same benefits under this Indenture, as the Securities

surrendered upon such registration of transfer or exchange.



          Every Security presented or surrendered for registration of transfer

or for exchange shall (if so required by the Company or the Trustee) be duly

endorsed, or be accompanied by a written instrument of transfer in form

satisfactory to the Company and the Security Registrar duly executed, by the

Holder thereof or his attorney duly authorized in writing.



          No service charge shall be made for any registration of transfer or

exchange of Securities, but the Company may require payment of a sum sufficient

to cover any tax or other governmental charge that may be imposed in connection

with any registration of transfer or exchange of Securities, other than exchange

pursuant to Section 304, 906 or 1107 not involving any transfer.



          The Company shall not be required (i) to issue, register the transfer

of or exchange Securities of any series during a period beginning at the opening

of business 15 days before the day of the mailing of a notice of redemption of

Securities of such series selected for redemption and ending at the close of

business on the day of the mailing of the relevant notice of redemption or (ii)

to register the transfer of or exchange any Security so selected for redemption

in whole or in part, except the unredeemed portion of any Security being

redeemed in part.



SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.



          If any mutilated Security is surrendered to the Trustee, the Company

shall execute and the Trustee shall authenticate and deliver in exchange

therefor a new Security of the same series and of like tenor and principal

amount and bearing a number not contemporaneously outstanding.



          If there shall be delivered to the Company and the Trustee (i)

evidence to their satisfaction of the destruction, loss or theft of any Security

and (ii) such security or indemnity as may be required by them to save each of

them and any agent of either of them harmless, then, in the absence of notice to

the Company or the Trustee that such Security has been acquired by a bona fide



                                       22

<Page>



purchaser, the Company shall execute and upon its request the Trustee shall

authenticate and deliver, in lieu of any such destroyed, lost or stolen

Security, a new Security of the same series and of like tenor and principal

amount and bearing a number not contemporaneously outstanding.



          In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, the Company in its discretion may,

instead of issuing a new Security, pay such Security.



          Upon the issuance of any new Security under this Section, the Company

may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto and any other

expenses (including any fees and expenses of the Trustee) connected therewith.



          Every new Security of any series issued pursuant to this Section in

lieu of any destroyed, lost or stolen Security shall constitute an original

additional contractual obligation of the Company, whether or not the destroyed,

lost or stolen Security shall be at any time enforceable by anyone, and shall be

entitled to all the benefits of this Indenture equally and proportionately with

any and all other Securities of that series duly issued hereunder.



          The provisions of this Section are exclusive and shall preclude (to

the extent lawful) all other rights and remedies with respect to the replacement

or payment of mutilated, destroyed, lost or stolen Securities.



SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.



          Interest on any Security which is payable, and is punctually paid or

duly provided for, on any Interest Payment Date shall be paid to the Person in

whose name that Security (or one or more Predecessor Securities) is registered

at the close of business on the Regular Record Date for such interest. Unless

otherwise provided with respect to the Securities of any series, payment of

interest may be made at the option of the Company by check mailed or delivered

to the address of any Person entitled thereto as such address shall appear in

the Security Register.



          Any interest on any Security of any series which is payable, but is

not punctually paid or duly provided for, on any Interest Payment Date (herein

called "Defaulted Interest") shall forthwith cease to be payable to the Holder

on the relevant Regular 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 Persons in whose names the Securities of such series (or

     their respective Predecessor Securities) are registered at the close of

     business on a Special Record Date for the payment of such Defaulted

     Interest, which shall be fixed in the following manner. The Company shall

     notify the Trustee in writing of the amount of Defaulted Interest proposed

     to be paid on each Security of such series and the date of the proposed

     payment, and at the same time the Company shall deposit with the Trustee an

     amount of money equal to the aggregate amount



                                       23

<Page>



     proposed to be paid in respect of such Defaulted Interest or shall make

     arrangements satisfactory to the Trustee for such deposit prior to the date

     of the proposed payment, such money when deposited to be held in trust for

     the benefit of the Persons entitled to such Defaulted Interest as provided

     in this Clause. 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 of such series at his address as it appears in

     the Security Register, not less than 10 days prior to such Special Record

     Date. The Trustee may, in its discretion, in the name and at the expense of

     the Company, cause a similar notice to be published at least once in an

     Authorized Newspaper, but such publication shall not be a condition

     precedent to the establishment of such Special Record Date. Notice of the

     proposed payment of such Defaulted Interest and the Special Record Date

     therefor having been so mailed, such Defaulted Interest shall be paid to

     the Persons in whose names the Securities of such series (or their

     respective Predecessor Securities) are registered at the close of business

     on such Special Record Date and shall no longer be payable pursuant to the

     following clause (2).



          (2)   The Company may make payment of any Defaulted Interest on the

     Securities of any series in any other lawful manner not inconsistent with

     the requirements of any securities exchange on which such 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 manner of 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 of, 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 308. PERSONS DEEMED OWNERS.



          Prior to due presentment of a Security for registration of transfer,

the Company, the Trustee and any agent of the Company or the Trustee may treat

the Person in whose name such Security is registered as the owner of such

Security for the purpose of receiving payment of principal of (and premium, if

any) and (subject to Sections 305 and 307) interest on such Security and for all

other purposes whatsoever, whether or not such Security be overdue, and neither

the Company, the Trustee nor any agent of the Company or the Trustee shall be

affected by notice to the contrary.



                                       24

<Page>



SECTION 309. CANCELLATION.



          All Securities surrendered for payment, redemption, registration of

transfer or exchange or for credit against any sinking fund payment shall, if

surrendered to any Person other than the Trustee, be delivered to the Trustee.

All Securities so delivered shall be promptly cancelled by the Trustee. The

Company may at any time deliver to the Trustee for cancellation any Securities

previously authenticated and delivered hereunder which the Company may have

acquired in any manner whatsoever, and all Securities so delivered shall be

promptly cancelled by the Trustee. No Securities shall be authenticated in lieu

of or in exchange for any Securities cancelled as provided in this Section,

except as expressly permitted by this Indenture. All cancelled Securities held

by the Trustee shall be disposed of as directed by a Company Order, and the

Trustee shall maintain a record of their disposal; PROVIDED that the Trustee

shall not be required to destroy such Securities in contravention of record

retention requirements of the Securities Exchange Act of 1934, as amended.



SECTION 310. COMPUTATION OF INTEREST.



          Except as otherwise specified as contemplated by Section 301 for

Securities of any series, interest on the Securities of each series shall be

computed on the basis of a year of twelve 30-day months.



SECTION 311. CUSIP NUMBERS.



          The Company in issuing the Securities may use "CUSIP" numbers (if then

generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices

of redemption as a convenience to Holders; PROVIDED that any such notice may

state that no representation is made as to the correctness of such numbers

either as printed on the Securities or as contained in any notice of a

redemption and that reliance may be placed only on the other identification

numbers printed on the Securities, and any such redemption shall not be affected

by any defect in or omission of such numbers.



                                  ARTICLE FOUR



                     SATISFACTION, DISCHARGE AND DEFEASANCE



SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.



          This Indenture shall upon Company Request cease to be of further

effect with respect to Securities of a series, and the Trustee, at the expense

of the Company, shall execute proper instruments acknowledging satisfaction and

discharge of this Indenture with respect to Securities of such series, when



          (1)   either



                (A)   all Securities of such series theretofore authenticated

          and delivered (other than (i) Securities which have been destroyed,

          lost or stolen and which have



                                       25

<Page>



          been replaced or paid as provided in Section 306, and (ii) Securities

          for whose payment money has theretofore been deposited in trust or

          segregated and held in trust by the Company and thereafter repaid to

          the Company or discharged from such trust, as provided in Section

          1003) have been delivered to the Trustee for cancellation; or



                (B)   with respect to all Outstanding Securities of such series

          not theretofore delivered to the Trustee for cancellation, the Company

          has deposited or caused to be deposited with the Trustee as trust

          funds, under the terms of an irrevocable trust agreement in form and

          substance satisfactory to the Trustee, money or U.S. Government

          Obligations maturing as to principal and interest in such amounts and

          at such times as will (together with the income to accrue thereon and

          without consideration of any reinvestment thereof) be sufficient to

          pay and discharge (with such delivery in trust to be for the stated

          purpose of paying and discharging) the entire indebtedness on all

          Outstanding Securities of such series not theretofore delivered to the

          Trustee for cancellation for principal (and premium and Additional

          Amounts, if any) and interest to the Stated Maturity or any Redemption

          Date contemplated by the penultimate paragraph of this Section, as the

          case may be; or



                (C)   the Company has properly fulfilled such other means of

          satisfaction and discharge as is specified, as contemplated by Section

          301, to be applicable to the Securities of such series;



          (2)   the Company has paid or caused to be paid all other sums

     payable hereunder by the Company with respect to the Outstanding Securities

     of such series;



          (3)   the Company has complied with any other conditions specified

     pursuant to Section 301 to be applicable to the discharge of Securities of

     such series pursuant to this Section 401;



          (4)   the Company has delivered to the Trustee an Officers'

     Certificate and an Opinion of Counsel, each stating that all conditions

     precedent herein provided for relating to the satisfaction and discharge of

     this Indenture with respect to the Outstanding Securities of such series

     have been complied with;



          (5)   if the conditions set forth in Section 401(1)(A) have not

     been satisfied, and unless otherwise specified pursuant to Section 301 for

     the Securities of such series, the Company has delivered to the Trustee an

     Opinion of Counsel to the effect that the Holders of Securities of such

     series will not recognize income, gain or loss for United States federal

     income tax purposes as a result of such deposit, satisfaction and discharge

     and will be subject to United States federal income tax on the same amount

     and in the same manner and at the same time as would have been the case if

     such deposit, satisfaction and discharge had not occurred; and



                                       26

<Page>



          (6)   no Default or Event of Default with respect to the Securities

     of such issue shall have occurred and be continuing on the date of such

     deposit or, insofar as clauses (5) or (6) of Section 501 are concerned, at

     any time in the period ending on the 91st day after the date of such

     deposit (it being understood that this condition shall not be deemed

     satisfied until the expiration of such period).



          For the purposes of this Indenture, "U.S. Government Obligations"

means direct non-callable obligations of, or non-callable obligations the

payment of principal of and interest on which is guaranteed by, the United

States of America, or to the payment of which obligations or guarantees the full

faith and credit of the United States of America is pledged, or beneficial

interests in a trust the corpus of which consists exclusively of money or such

obligations or a combination thereof.



          If any Outstanding Securities of such series are to be redeemed prior

to their Stated Maturity, whether pursuant to any optional redemption provisions

or in accordance with any mandatory sinking fund requirement, the trust

agreement referred to in subclause (B) of clause (1) of this Section shall

provide therefor and the Company shall make such arrangements as are

satisfactory to the Trustee for the giving of notice of redemption by the

Trustee in the name, and at the expense, of the Company.



          Notwithstanding the satisfaction and discharge of this Indenture with

respect to the Outstanding Securities of such series pursuant to this Section

401, the obligations of the Company to the Trustee under Section 607, the

obligations to any Authenticating Agent under Section 614 and, except for a

discharge pursuant to subclause (A) of clause (1) of this Section, the

obligations of the Company under Sections 305, 306, 404, 610(e), 701, 1001 and

1002 and the obligations of the Trustee under Section 402 and the last paragraph

of Section 1003 shall survive.



SECTION 402. APPLICATION OF TRUST MONEY.



          Subject to the provisions of the last paragraph of Section 1003, all

money deposited with the Trustee pursuant to Section 401 shall be held in trust

and applied by it, in accordance with the provisions of the Securities and this

Indenture, to the payment, either directly or through any Paying Agent

(including the Company acting as its own Paying Agent) as the Trustee may

determine, to the Persons entitled thereto, of the principal (and premium, if

any) and interest and Additional Amounts for the payment of which such money has

been deposited with the Trustee.



SECTION 403. DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES.



          If this Section is specified, as contemplated by Section 301, to be

applicable to Securities of any series, the Company shall be deemed to have paid

and discharged the entire indebtedness on all the Outstanding Securities of such

series, the obligation of the Company under this Indenture and the Securities of

such series to pay the principal of (and premium, if any) and interest on and

any Additional Amounts with respect to Securities of such series, shall cease,

terminate and be completely discharged and the Trustee, at the expense of the

Company, shall execute proper instruments acknowledging such satisfaction and

discharge, when



                                       27

<Page>



          (1)   the Company has complied with the provisions of Section 401

     (other than any additional conditions specified pursuant to Sections 301

     and 401(3) and except that the Opinion of Counsel referred to in Section

     401(5) shall state that it is based on a ruling by the Internal Revenue

     Service or other change since the date hereof under applicable Federal

     income tax law) with respect to all Outstanding Securities of such series;



          (2)   the Company has delivered to the Trustee a Company Request

     requesting such satisfaction and discharge;



          (3)   the Company has complied with any other conditions specified

     pursuant to Section 301 to be applicable to the discharge of Securities of

     such series pursuant to this Section 403; and



          (4)   the Company has delivered to the Trustee an Officers'

     Certificate and an Opinion of Counsel, each stating that all conditions

     precedent herein provided for relating to the discharge of the indebtedness

     on the Outstanding Securities of such series have been complied with.



          Upon the satisfaction of the conditions set forth in this Section with

respect to all the Outstanding Securities of any series, the terms and

conditions of such series, including the terms and conditions with respect

thereto set forth in this Indenture, shall no longer be binding upon, or

applicable to, the Company; PROVIDED that, the Company shall not be discharged

from any payment obligations in respect of Securities of such series which are

deemed not to be Outstanding under clause (iii) of the definition thereof if

such obligations continue to be valid obligations of the Company under

applicable law or pursuant to Section 305 or 306.



SECTION 404. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO EFFECT

DEFEASANCE OR COVENANT DEFEASANCE.



          Except as otherwise specified as contemplated by Section 301 for the

Securities of any series, the provisions of Sections 404 through 410 inclusive,

with such modifications thereto as may be specified pursuant to Section 301 with

respect to any series of Securities, shall be applicable to the Securities.



SECTION 405. DEFEASANCE AND DISCHARGE.



          On and after the date on which the conditions set forth in Section 407

are satisfied with respect to the Securities of any series, the Company shall be

deemed to have paid and been discharged from its obligations with respect to

such Securities (hereinafter "defeasance"). For this purpose, such defeasance

means that the Company shall be deemed to have paid and discharged the entire

indebtedness represented by such Securities which shall thereafter be deemed to

be "Outstanding" only for the purposes of Section 408 and the other Sections of

this Indenture referred to in clause (ii) of this Section, and to have satisfied

all its other obligations under such Securities and this Indenture insofar as

such Securities are concerned (and the Trustee, upon payment of all amounts due

it under Section 607, at the expense of the Company, shall on a Company Order



                                       28

<Page>



execute proper instruments acknowledging the same), except the following which

shall survive until otherwise terminated or discharged hereunder: (i) the rights

of Holders of such Securities to receive, solely from the trust funds described

in Section 407(a) and as more fully set forth in such Section, payments in

respect of the principal of, premium, if any, and interest, if any, on such

Securities when such payments are due; (ii) the Company's obligations with

respect to such Securities under Sections 305, 309, 1002 and 1003 and with

respect to the payment of Additional Amounts, if any, payable with respect to

such Securities as specified pursuant to clause (13) of Section 301; (iii) the

Company's obligations with respect to a conversion or exchange of such

Securities; (iv) the rights, powers, trusts, duties and immunities of the

Trustee hereunder; and (v) this Article Four. Subject to compliance with this

Article Four, the Company may defease the Securities of any series under this

Section 405 notwithstanding a prior covenant defeasance (as defined herein)

under Section 406 with respect to such Securities. Following a defeasance,

payment of such Securities may not be accelerated because of an Event of

Default.



SECTION 406. COVENANT DEFEASANCE.



          On and after the date on which the conditions set forth in Section 407

(other than Section 407(c)) are satisfied with respect to the Securities of or

within any series, (i) the Company shall be released from its obligations under

Sections 801 and 1004 and, if specified pursuant to Section 301, its obligations

under any other covenant, with respect to such Securities and (ii) the

occurrence of any event specified in clauses (4) and (7) of Section 501 (with

respect to any of the obligations described in clause (i) above) shall be deemed

not to be or result in an Event of Default (hereinafter, "covenant defeasance"),

and such Securities shall thereafter be deemed to be not "Outstanding" for the

purposes of any request, demand, authorization, direction, notice, waiver,

consent or declaration or Act of Holders (and the consequences of any thereof)

in connection with Section 801 or Section 1004, such other covenant specified

pursuant to Section 301, but shall continue to be deemed "Outstanding" for all

other purposes hereunder. For this purpose, such covenant defeasance means that,

with respect to such Securities, the Company may omit to comply with and shall

have no liability in respect of any term, condition or limitation set forth in

any such Section or such other covenant, whether directly or indirectly, by

reason of any reference elsewhere herein to any such Section or such other

covenant or by reason of reference in any such Section or such other covenant to

any other provision herein or in any other document and such omission to comply

shall not constitute a Default or an Event of Default under clauses (4) and (7)

of Section 501 or otherwise, as the case may be, but, except as specified above

the remainder of this Indenture and such Securities and any interest coupons

appertaining thereto shall be unaffected thereby.



SECTION 407. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.



          The following shall be the conditions to application of Section 405 or

Section 406 to any Securities of any series:



          (a)   the Company shall have deposited or caused to be deposited

irrevocably with the Trustee (or another trustee satisfying the requirements of

Section 609 who shall agree to comply with, and shall be entitled to the

benefits of, the provisions of Sections 404 through 410 inclusive and the last

paragraph of Section 1003 applicable to the Trustee, for purposes of such

Sections also



                                       29

<Page>



a "Trustee") as trust funds in trust for the purpose of making the payments

referred to in clauses (x) and (y) of this Section 407(a), specifically pledged

as security for, and dedicated solely to, the benefit of Holders of such

Securities, with written instructions to the Trustee as to the application

thereof, (i) money in an amount (in such currency, currencies or currency unit

or units in which such Securities are then specified as payable at Stated

Maturity), or (ii) if Securities of such series are not subject to repayment at

the option of Holders, Government Obligations which through the payment of

interest and principal in respect thereof in accordance with their terms will

provide, not later than one day before the due date of any payment referred to

in clause (x) or (y) of this Section 407(a), money in an amount or (iii) a

combination thereof in an amount, sufficient, in the opinion of a nationally

recognized firm of independent certified public accountants or a nationally

recognized investment banking firm expressed in a written certification thereof

delivered to the Trustee, to pay and discharge, and which shall be applied by

the Trustee to pay and discharge, (x) the principal of, premium, if any, and

interest, if any, on such Securities on the Stated Maturity of such principal or

installment of principal or interest and (y) any mandatory sinking fund payments

applicable to such Securities on the date on which such payments are due and

payable in accordance with the terms of this Indenture and such Securities.

Before such a deposit the Company may make arrangements satisfactory to the

Trustee for the redemption of Securities at a future date or dates in accordance

with Article Eleven which shall be given effect in applying the foregoing;



          (b)   no Default or Event of Default with respect to the Securities

of that series shall have occurred or be continuing on the date of such a

deposit or shall occur as a result of such a deposit or, insofar as clauses (5)

and (6) of Section 501 are concerned, shall occur at any time during the period

ending on the 91st day after the date of such deposit;



          (c)   in the case of an election under Section 405, the Company

shall have delivered to the Trustee an Officers' Certificate and an Opinion of

Counsel to the effect that (i) the Company has received from or there has been

published by, the Internal Revenue Service a ruling, or (ii) since the date of

execution of this Indenture, there has been a change in the applicable U.S.

Federal income tax law, in either case to the effect that, and based thereon

such opinion shall confirm that, the Holders of such Securities and any interest

coupons appertaining thereto will not recognize income, gain or loss for U.S.

Federal income tax purposes as a result of such defeasance and will be subject

to U.S. Federal income tax on the same amount and in the same manner and at the

same times, as would have been the case if such deposit, defeasance and

discharge had not occurred;



          (d)   in the case of an election under Section 406, the Company

shall have delivered to the Trustee an Officers' Certificate and an Opinion of

Counsel to the effect that the Holders of such Securities and any interest

coupons appertaining thereto will not recognize income, gain or loss for U.S.

Federal income tax purposes as a result of such covenant defeasance and will be

subject to U.S. Federal income tax on the same amount and in the same manner and

at the same times, as would have been the case if such deposit and covenant

defeasance had not occurred;



          (e)   the Company shall have delivered to the Trustee an Officers'

Certificate and an Opinion of Counsel, each stating that all conditions

precedent to the defeasance under Section 405 or the covenant defeasance under

Section 406 (as the case may be) have been complied with;



                                       30

<Page>



          (f)   Such defeasance or covenant defeasance shall be effected in

compliance with any additional or substitute terms, conditions or limitations

which may be imposed on the Company in connection therewith as contemplated by

Section 301; and



          (g)   At the time of such deposit: (i) no Default in the payment of

principal of (or premium, if any) or interest on any Senior Debt shall have

occurred and be continuing or (ii) no other Event of Default with respect to any

Senior Debt shall have occurred and be continuing and shall have resulted in

such Senior Debt becoming or being declared due and payable prior to the date on

which it would otherwise have become due and payable, or, in the case of either

clause (i) or clause (ii) above, each such Default or Event of Default shall

have been cured or waived or shall have ceased to exist.



SECTION 408. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST.



          Subject to the provisions of the last paragraph of Section 1003, all

money and Government Obligations (or other property as may be provided pursuant

to Section 301) (including the proceeds thereof) deposited with the Trustee

pursuant to Section 407 in respect of any Securities of any series shall be held

in trust and applied by the Trustee, in accordance with the provisions of such

Securities and this Indenture, to the payment, either directly or through any

Paying Agent (including the Company acting as its own Paying Agent) as the

Trustee may determine, to Holders of such Securities of all sums due and to

become due thereon in respect of principal, premium, if any, and interest, if

any, but such money need not be segregated from other funds except as provided

herein and except to the extent required by law.



SECTION 409. REPAYMENT TO COMPANY.



          The Trustee (and any Paying Agent) shall promptly pay to the Company

upon Company Request any excess money or U.S. Government Obligations (or

proceeds therefrom), or any other securities held by them at any time.



          The provisions of the last paragraph of Section 1003 shall apply to

any money or securities held by the Trustee or any Paying Agent under this

Article Four that remain unclaimed for two years after the Maturity of any

series of Securities for which money or securities have been deposited pursuant

to Section 407(a).



SECTION 410. INDEMNITY FOR GOVERNMENT OBLIGATIONS.



          The Company shall pay, and shall indemnify the Trustee against, any

tax, fee or other charge imposed on or assessed against Government Obligations

deposited pursuant to this Article or the principal and interest and any other

amount received on such Government Obligations.



                                       31

<Page>



SECTION 411. REINSTATEMENT



          If the Trustee or Paying Agent is unable to apply any money or U.S.

Government Obligations deposited with respect to Securities of any series in

accordance with Section 401 or Section 407 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 with respect to the Securities of such series

and the Securities of such series shall be revived and reinstated as though no

deposit had occurred pursuant to Section 401 or Section 407 until such time as

the Trustee or Paying Agent is permitted to apply all such money or U.S.

Government Obligations in accordance with Section 401 or Section 407; PROVIDED,

HOWEVER, that if the Company has made any payment of principal of (or premium,

if any), or interest on or any Additional Amounts with respect to 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

money or U.S. Government Obligations held by the Trustee or Paying Agent.



                                  ARTICLE FIVE



                                    REMEDIES



SECTION 501. EVENTS OF DEFAULT.



          "Event of Default," wherever used herein with respect to Securities of

any series, means any one of the following events (whatever the reason for such

Event of Default and whether it shall be voluntary or involuntary or be effected

by operation of law or pursuant to any judgment, decree or order of any court or

any order, rule or regulation of any administrative or governmental body),

unless it is either inapplicable to a particular series or it is specifically

deleted or modified in or pursuant to the supplemental indenture or Board

Resolution establishing such series of Securities or in the form of Security for

such series:



          (1)   default in the payment of any interest on or any Additional

     Amounts with respect to any Security of that series when such interest or

     Additional Amounts become due and payable, and continuance of such default

     for a period of 30 days; or



          (2)   default in the payment of the principal of (or premium, if any,

     on) any Security of that series at its Maturity; or



          (3)   default in the deposit of any mandatory sinking fund payment,

     when and as due by the terms of a Security of that series and continuance

     of such default for a period of 30 days; or



          (4)   default in the performance or breach of any covenant or warranty

     of the Company in this Indenture (other than a covenant or warranty a

     default in whose performance or whose breach is elsewhere in this Section

     specifically dealt with or which has expressly been included in this

     Indenture solely for the benefit of one or more series of



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<Page>



     Securities other than that series), and continuance of such default or

     breach for a period of 90 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 all

     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



          (5)   the entry by a court having jurisdiction in the premises of (A)

     a decree or order for relief in respect of the Company in an involuntary

     case or proceeding under any applicable Federal or State bankruptcy,

     insolvency, reorganization or other similar law or (B) a decree or order

     adjudging the Company a bankrupt or insolvent, or approving as properly

     filed a petition seeking reorganization, arrangement, adjustment or

     composition of or in respect of the Company under any applicable Federal or

     State law, or appointing a custodian, receiver, liquidator, assignee,

     trustee, sequestrator or other similar official of the Company or of any

     substantial part of its property, or ordering the winding up or liquidation

     of its affairs, and the continuance of any such decree or order for relief

     or any such other decree or order unstayed and in effect for a period of 90

     consecutive days; or



          (6)   the commencement by the Company of a voluntary case or

     proceeding under any applicable Federal or State bankruptcy, insolvency,

     reorganization or other similar law or of any other case or proceeding to

     be adjudicated a bankrupt or insolvent, or the consent by it to the entry

     of a decree or order for relief in respect of the Company in an involuntary

     case or proceeding under any applicable Federal or State bankruptcy,

     insolvency, reorganization or other similar law or to the commencement of

     any bankruptcy or insolvency case or proceeding against it, or the filing

     by it, of a petition or answer or consent seeking reorganization or relief

     under any applicable Federal or State law, or the consent by it to the

     filing of such petition or to the appointment of or taking possession by a

     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar

     official of the Company or of any substantial part of its property, or the

     making by it of an assignment for the benefit of creditors, or the

     admission by it in writing of its inability to pay its debts generally as

     they become due, or the taking of corporate action by the Company in

     furtherance of any such action; or



          (7)   any other Event of Default provided with respect to Securities

     of that series.



          Notwithstanding the foregoing provisions of this Section 501, if the

principal of (and premium, if any) or any interest on, or any Additional Amounts

with respect to, any Security is payable in a currency or currencies (including

a composite currency) other than Dollars and such currency (or currencies) is

(or are) not available to the Company for making payment thereof due to the

imposition of exchange controls or other circumstances beyond the control of the

Company (a "Conversion Event"), the Company will be entitled to satisfy its

obligations to Holders of the Securities by making such payment in Dollars in an

amount equal to the Dollar equivalent of the amount payable in such other

currency, as determined by the Company by reference to the noon buying rate in

The City of New York for cable transfers for such currency ("Exchange Rate"), as

such Exchange Rate is certified for customs purposes by the Federal Reserve Bank

of New York on



                                       33

<Page>



the date of such payment, or, if such rate is not then available, on the basis

of the most recently available Exchange Rate. Notwithstanding the foregoing

provisions of this Section 501, any payment made under such circumstances in

Dollars where the required payment is in a currency other than Dollars will not

constitute an Event of Default under this Indenture.



          Promptly after the occurrence of a Conversion Event with respect to

Securities of any series, the Company shall give written notice thereof to the

Trustee; and the Trustee, promptly after receipt of such notice, shall give

notice thereof in the manner provided in Section 107 to the Holders of such

series. Promptly after the making of any payment in Dollars as a result of a

Conversion Event with respect to Securities of any series, the Company shall

give notice in the manner provided in Section 107 to the Holders of such series,

setting forth the applicable Exchange Rate and describing the calculation of

such payments.



SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.



          If an Event of Default with respect to any Securities of any series at

the time Outstanding occurs and is continuing, then in every such case the

Trustee or the Holders of not less than 25% in principal amount of the

Outstanding Securities of (i) the series affected by such default (in the case

of an Event of Default described in clause (1), (2), (3) or (7) of Section 501)

or (ii) all series of Securities (subject to the immediately following sentence,

in the case of an Event of Default described in clause (4) of Section 501) may

declare the principal amount (or, if any such Securities are Original Issue

Discount Securities, such portion of the principal amount as may be specified in

the terms of that series) of all of the Securities of the series affected by

such default or all series, as the case may be, to be due and payable

immediately, by a notice in writing to the Company (and to the Trustee if given

by Holders), and upon any such declaration such principal amount (or specified

amount) shall become immediately due and payable. If an Event of Default

described in clause (5) or (6) of Section 501 shall occur, the principal amount

of the Outstanding Securities of all series IPSO FACTO shall become and be

immediately due and payable without any declaration or other act on the part of

the Trustee or any Holder.



          At any time after such a declaration of acceleration with respect to

Securities of any series (or of all series, as the case may be) 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, Holders of a majority in

principal amount of the Outstanding Securities of that series (or of all series,

as the case may be), 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

     sufficient to pay



                (A)   all overdue interest on, and any Additional Amounts with

          respect to, all Securities of that series (or of all series, as the

          case may be),



                                       34

<Page>



                (B)   the principal of (and premium, if any, on) any Securities

          of that series (or of all series, as the case may be) which have

          become due otherwise than by such declaration of acceleration and

          interest thereon at the rate or rates prescribed therefor in such

          Securities (in the case of Original Issue Discount Securities, the

          Securities' Yield to Maturity),



                (C)   to the extent that payment of such interest is lawful,

          interest upon overdue interest and any Additional Amounts at the rate

          or rates prescribed therefor in such Securities (in the case of

          Original Issue Discount Securities, the Securities' Yield to

          Maturity), 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 of that series

     (or of all series, as the case may be), other than the non-payment of the

     principal of Securities of that series (or of all series, as the case may

     be) which have become due solely by such declaration of acceleration, have

     been cured or waived as provided in Section 512.



No such rescission shall affect any subsequent default or impair any right

consequent thereon.



SECTION 503. 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, or any Additional Amounts with respect to, any Security of any series

     when such interest or Additional Amounts 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 (or premium,

     if any, on) any Security at the Maturity thereof,



the Company will, upon demand of the Trustee, pay to it, for the benefit of the

Holders of such Securities, the whole amount then due and payable on such

Securities for principal (and premium, if any) and interest and Additional

Amounts and, to the extent that payment of such interest shall be legally

enforceable, interest on any overdue principal (and premium, if any) and on any

overdue interest and Additional Amounts, at the rate or rates prescribed

therefor in such Securities (or in the case of Original Issue Discount

Securities, the Securities' Yield to Maturity), and, in addition thereto, such

further amount as shall be sufficient to cover the costs and expenses of

collection, including the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents and counsel.



                                       35

<Page>



          If the Company fails to pay such amounts forthwith upon such demand,

the Trustee, in its own name and as trustee of an express trust, may institute a

judicial proceeding for the collection of the sums so due and unpaid, 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

moneys 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 of any series occurs

and is continuing, the Trustee may in its discretion proceed to protect and

enforce its rights and the rights of the Holders of Securities of such series by

such appropriate judicial proceedings as the Trustee shall deem most effectual

to protect and enforce any such rights, whether for the specific enforcement of

any covenant or agreement in this Indenture or in aid of the exercise of any

power granted herein, or to enforce any other proper remedy.



SECTION 504. 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 of such other obligor or their

creditors, the Trustee (irrespective of whether the principal (or lesser amount

in the case of Original Issue Discount Securities) 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 overdue principal (and premium, if any), interest or any

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

proceeding or otherwise,



          (i)   to file and prove a claim for the whole amount of principal (or

     lesser amount in the case of Original Issue Discount Securities) (and

     premium, if any) and interest and any Additional Amounts 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 and counsel) and of

     the Holders allowed in such judicial proceeding, and



          (ii)  to collect and receive any monies 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 to make such payments to the Trustee and, in the event that the

Trustee shall consent to the making of such payments directly to Holders, to pay

to the Trustee any amount due 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 607.



                                       36

<Page>



          Nothing herein contained shall be deemed to authorize the Trustee to

authorize or consent to or accept or adopt on behalf of any Holder any plan of

reorganization, arrangement, adjustment or composition affecting the Securities

or the rights of any Holder thereof or to authorize the Trustee to vote in

respect of the claim of any Holder in any such proceedings; PROVIDED, HOWEVER,

that the Trustee may, on behalf of Holders, vote for the election of a trustee

in bankruptcy or similar official.



SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR

COUPONS.



          All rights of action and claim under this Indenture or the Securities

may be prosecuted and enforced by the Trustee without 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 of judgment shall, after provision

for the payment of the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents and counsel, be for the ratable benefit of

Holders of the Securities in respect of which such judgment has been recovered.



SECTION 506. 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 premium,

if any), interest or any Additional Amounts, 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 under

     Section 607;



          SECOND: To the payment of the amounts then due and unpaid for

     principal of (and premium, if any) and interest on and any Additional

     Amounts with respect to the Securities 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 amounts due and payable on such

     Securities for principal (and premium, if any), interest and Additional

     Amounts, respectively; and



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



          To the fullest extent allowed under applicable law, if for the purpose

of obtaining judgment against the Company in any court it is necessary to

convert the sum due in respect of the principal of (or premium, if any) or

interest on or any Additional Amounts with respect to the Securities of any

series (the "Required Currency") into a currency in which a judgment will be

rendered (the "Judgment Currency"), the rate of exchange used shall be the rate

at which in accordance with normal banking procedures the Trustee could purchase

in The City of New York the Required Currency with the Judgment Currency on the

New York Business Day next preceding that on which final judgment is given.

Neither the Company nor the Trustee shall be liable for any shortfall nor shall

it benefit from any windfall in payments to Holders of Securities under this



                                       37

<Page>



Section caused by a change in exchange rates between the time the amount of a

judgment against it is calculated as above and the time the Trustee converts the

Judgment Currency into the Required Currency to make payments under this Section

to Holders of Securities, but payment of such judgment shall discharge all

amounts owed by the Company on the claim or claims underlying such judgment.



SECTION 507. LIMITATION ON SUITS.



          Subject to Section 508, no Holder of any Security of any series 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)   an Event of Default with respect to Securities of such series

     shall have occurred and be continuing and such Holder has previously given

     written notice to the Trustee of such continuing Event of Default;



          (2)   the Holders of not less than 25% in principal amount of the

     Outstanding Securities of that series 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 of that series;



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 to affect, disturb or prejudice the rights of any other of

such Holders, or to obtain or to seek to obtain priority or preference over any

other of such Holders or to enforce any right under this Indenture, except in

the manner herein provided and for the equal and ratable benefit of all of such

Holders.



SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND

INTEREST.



          Notwithstanding any other provision in this Indenture, Holder of a

Security shall have the right, which is absolute and unconditional, to receive

payment of the principal of (and premium, if any) and (subject to Section 307)

interest on and any Additional Amounts with respect to such Security on the

Stated Maturity or Maturities expressed in such Security (or, in the case of

redemption, on the Redemption Date) and to institute suit for the enforcement of

any such payment, and such rights shall not be impaired or affected without the

consent of such Holder.



                                       38

<Page>



SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.



          If the Trustee or any Holder of any 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, then and in every

such case the Company, the Trustee and Holders 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 Holders shall continue as though no such proceeding had been

instituted.



SECTION 510. 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 306, no right or remedy herein conferred upon or reserved to the

Trustee or to Holders is intended to be exclusive of any other right or remedy,

and every right and remedy shall, to the extent permitted by law, be cumulative

and in addition to every other right and remedy given hereunder or now or

hereafter existing at law or in equity or otherwise. The assertion or employment

of any right or remedy hereunder, or otherwise, shall not prevent the concurrent

assertion or employment of any other appropriate right or remedy.



SECTION 511. DELAY OR OMISSION NOT WAIVER.



          No delay or omission of the Trustee or of any Holder of any Securities

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 the Holders may be exercised from time to time, and as

often as may be deemed expedient, by the Trustee or by the Holders, as the case

may be.



SECTION 512. CONTROL BY HOLDERS.



          With respect to Securities of any series, the Holders of a majority in

principal amount of the Outstanding Securities of such series shall have the

right to direct the time, method and place of conducting any proceeding for any

remedy available to the Trustee, or exercising any trust or power conferred on

the Trustee, relating to or arising under an Event of Default described in

clause (1), (2), (3) or (7) of Section 501, and with respect to all Securities

the Holders of a majority in principal amount of all Outstanding Securities

shall have the right to direct the time, method and place of conducting any

remedy available to the Trustee, or exercising any trust or power conferred on

the Trustee, not relating to or arising under such an Event of Default, PROVIDED

that in each such case



          (1)   such direction shall not be in conflict with any rule of law or

     with this Indenture, and



          (2)   the Trustee may take any other action deemed proper by the

     Trustee which is not inconsistent with such direction.



                                       39

<Page>



SECTION 513. WAIVER OF PAST DEFAULTS.



          Holders of a majority in principal amount of the Outstanding

Securities of any series may on behalf of Holders of all the Securities of such

series waive any past default hereunder with respect to such series and its

consequences, and Holders of a majority in principal amount of all Outstanding

Securities may on behalf of Holders of all Securities waive any other past

default hereunder and its consequences, except in each case a default



          (1)   in the payment of the principal of (or premium, if any) or

     interest on, or any Additional Amounts with respect to, 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 a 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 514. UNDERTAKING FOR COSTS.



          All parties to this Indenture agree, and each Holder of any Security

by his acceptance thereof shall be deemed to have agreed, that any court may in

its discretion require, in any suit for the enforcement of any right or remedy

under this Indenture, or in any suit against the Trustee for any action taken or

omitted by it as Trustee, the filing by any party litigant in such suit of 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, to any suit instituted by the Trustee, to any suit instituted by any

Holder, or group of Holders, holding in the aggregate more than 10% in principal

amount of the Outstanding Securities of any series, or to any suit instituted by

any Holder for the enforcement of the payment of the principal of (or premium,

if any) or interest on, or any Additional Amounts with respect to, any Security

on or after the Stated Maturity or Maturities expressed in such Security (or, in

the case of redemption, on or after the Redemption Date).



SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.



          The Company covenants (to the extent that it may lawfully do so) that

it will not at any time insist upon, or plead, or in any manner whatsoever claim

or take the benefit or advantage of, any stay or extension law wherever enacted,

now or at any time hereafter in force, which may affect the covenants or the

performance of this Indenture; and the Company (to the extent that it may

lawfully do so) hereby expressly waives all benefit or advantage of any such

law, and covenants that it will not hinder, delay or impede the execution of any

power herein granted to the Trustee, but will suffer and permit the execution of

every such power as though no such law had been enacted.



                                       40

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                                   ARTICLE SIX



                                   THE TRUSTEE



SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.



          (a)   Except during the continuance of an Event of Default with

     respect to the Securities of any series,



                (1)   the Trustee undertakes to perform such duties and only

          such duties as are specifically set forth in this Indenture, and no

          implied covenants or obligations shall be read into this Indenture

          against the Trustee; and



                (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; but in the case of any such certificates or

          opinions which by any provision hereof are specifically required to be

          furnished to the Trustee, the Trustee shall be under a duty to examine

          the same to determine whether or not they conform to the requirements

          of this Indenture.



          (b)   In case an Event of Default has occurred and is continuing with

     respect to the Securities of any series, 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.



          (c)   No provision of this Indenture shall be construed to relieve the

     Trustee from liability for its own negligent action, its own negligent

     failure to act or its own willful misconduct, EXCEPT that



                (1)   this Subsection shall not be construed to limit the effect

          of Subsection (a) of this Section;



                (2)   the Trustee shall not be liable for any error of judgment

          made in good faith by a Responsible Officer, unless it shall be proved

          that the Trustee was negligent in ascertaining the pertinent facts;



                (3)   the Trustee shall not be liable with respect to any action

          taken or omitted to be taken by it in good faith in accordance with

          the direction of the Holders of a majority in principal amount of the

          Outstanding Securities of any series or of all series, determined as

          provided in Section 511, relating to the time, method and place of

          conducting any proceeding for any remedy available to the Trustee, or

          exercising any trust or power conferred upon the Trustee, under this

          Indenture with respect to the Securities of such series; and



                                       41

<Page>



                (4)   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 indemnity

          satisfactory to it against such risk or liability is not assured to

          it.



          (d)   Whether or not therein expressly so provided, every provision of

     this Indenture relating to the conduct or affecting the liability of or

     affording protection to the Trustee shall be subject to the provisions of

     this Section.



SECTION 602. NOTICE OF DEFAULTS.



          Within 90 days after the occurrence of any default hereunder with

respect to the Securities of any series, the Trustee shall give notice of such

default hereunder known to the Trustee to all Holders of Securities of such

series in the manner provided in Section 107, unless such default shall have

been cured or waived; PROVIDED, HOWEVER, that, except in the case of a default

in the payment of the principal of (or premium, if any) or interest on, or any

Additional Amounts with respect to, any Security of such series or in the

payment of any sinking fund installment with respect to Securities of such

series, the Trustee shall be protected in withholding such notice if and so long

as the board of directors, the executive committee or a trust committee of

directors or Responsible Officers of the Trustee in good faith determines that

the withholding of such notice is in the interest of the Holders of Securities

of such series; AND PROVIDED, FURTHER, that in the case of any default of the

character specified in Section 501(4) with respect to Securities of such series,

no such notice to Holders shall be given until at least 30 days after the

occurrence thereof. For the purpose of this Section, the term "default" means

any event, act or condition which is, or after notice or lapse of time or both

would become, an Event of Default with respect to Securities of such series.



SECTION 603. CERTAIN RIGHTS OF TRUSTEE.



          Subject to the provisions of Section 601:



          (a)   the Trustee may rely and shall be protected in acting or

     refraining from acting upon any resolution, certificate, statement,

     instrument, opinion, report, notice, request, direction, consent, order,

     bond, debenture, note, coupon, other evidence of indebtedness or other

     paper or document believed by it to be genuine and to have been signed or

     presented by the proper party or parties;



          (b)   any request or direction of the Company mentioned herein shall

     be sufficiently evidenced by a Company Request or Company Order and any

     resolution of the Board of Directors may be sufficiently evidenced by a

     Board Resolution;



          (c)   whenever in the administration of this Indenture the Trustee

     shall deem it desirable that a matter be proved or established prior to

     taking, suffering or omitting any action hereunder, the Trustee (unless

     other evidence be herein specifically prescribed) may, in the absence of

     bad faith on its part, rely upon an Officers' Certificate;



                                       42

<Page>



          (d)   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;



          (e)   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 pursuant to this Indenture, unless such Holders shall

     have offered to the Trustee security or indemnity satisfactory to it

     against the costs, expenses and liabilities which might be incurred by it

     in compliance with such request or direction;



          (f)   the Trustee shall not be bound to make any investigation into

     the facts or matters stated in any resolution, certificate, statement,

     instrument, opinion, report, notice, request, direction, consent, order,

     bond, debenture, note, coupon, other evidence of indebtedness or other

     paper or document, but the Trustee, in its discretion, may make such

     further inquiry or investigation into such facts or matters as it may see

     fit, and, if the Trustee shall determine to make such further inquiry or

     investigation, it shall be entitled to examine the books, records and

     premises of the Company, personally or by agent or attorney; and



          (g)   the Trustee may execute any of the trusts or powers hereunder or

     perform any duties hereunder either directly or by or through agents or

     attorneys and, except for any Affiliates of the Trustee, the Trustee shall

     not be responsible for any misconduct or negligence on the part of any

     agent or attorney appointed with due care by it hereunder.



SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.



          The recitals contained herein and in the Securities, except the

Trustee's certificates of authentication, shall be taken as the statements of

the Company, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this

Indenture or of the Securities. The Trustee shall not be accountable for the use

or application by the Company of Securities or the proceeds thereof.



SECTION 605. MAY HOLD SECURITIES.



          The Trustee, any Authenticating Agent, any Paying Agent, any Security

Registrar or any other agent of the Company, in its individual or any other

capacity, may become the owner or pledgee of Securities and, subject to Sections

608 and 613, may otherwise deal with the Company with the same rights it would

have if it were not Trustee, Authenticating Agent, Paying Agent, Security

Registrar or such other agent.



SECTION 606. MONEY HELD IN TRUST.



          Money held by the Trustee in trust hereunder need not be segregated

from other funds except to the extent required by law. The Trustee shall be

under no liability for interest on any money received by it hereunder except as

otherwise agreed with the Company.



                                       43

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SECTION 607. COMPENSATION AND REIMBURSEMENT.



          The Company agrees



          (1)   to pay to the Trustee from time to time compensation for all

     services rendered by it hereunder (which compensation shall not be limited

     by any provision of law in regard to the compensation of a trustee of an

     express trust);



          (2)   except as otherwise expressly provided herein, to reimburse the

     Trustee upon its request for all reasonable expenses, disbursements and

     advances incurred or made by the Trustee in accordance with any provision

     of this Indenture (including the compensation and the reasonable expenses

     and disbursements of its agents and counsel), except any such expense,

     disbursement or advance as may be attributable to its negligence or bad

     faith; and



          (3)   to indemnify the Trustee and each of its directors, officers,

     employees, agents and/or representatives for, and to hold each of them

     harmless against, any loss, liability or expense incurred without

     negligence or bad faith on each of their part, arising out of or in

     connection with the acceptance or administration of the trust or trusts

     hereunder, including the costs and expenses of defending themselves against

     any claim or liability in connection with the exercise or performance of

     any of the Trustee's powers or duties hereunder.



          As security for the performance of the obligations of the Company

under this Section, the Trustee shall have a lien prior to the Securities upon

all property and funds held or collected by the Trustee as such, except funds

held in trust for the payment of principal of, premium, if any, or interest, if

any, on, or any Additional Amounts with respect to, particular Securities.



          Any expenses and compensation for any services rendered by the Trustee

after the occurrence of an Event of Default specified in clause (5) or (6) of

Section 501 shall constitute expenses and compensation for services of

administration under all applicable federal or state bankruptcy, insolvency,

reorganization or other similar laws.



          The provisions of this Section shall survive the termination of this

Indenture.



SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.



          (a)   If the Trustee has or shall acquire any conflicting interest, as

     defined in this Section, with respect to the Securities of any series, it

     shall, within 90 days after ascertaining that it has such conflicting

     interest, either eliminate such conflicting interest or resign with respect

     to the Securities of that series in the manner and with the effect

     hereinafter specified in this Article.



                                       44

<Page>



          (b)   In the event that the Trustee shall fail to comply with the

     provisions of Subsection (a) of this Section with respect to the Securities

     of any series, the Trustee shall, within 10 days after the expiration of

     such 90-day period, transmit by mail to all Holders of Securities of that

     series, as their names and addresses appear in the Security Register,

     notice of such failure.



          (c)   For the purposes of this Section, the term "conflicting

     interest" shall have the meaning specified in Section 310(b) of the Trust

     Indenture Act and the Trustee shall comply with Section 310(b) of the Trust

     Indenture Act; PROVIDED that there shall be excluded from the operation of

     Section 310(b)(1) of the Trust Indenture Act with respect to the Securities

     of any series any indenture or indentures under which other securities, or

     certificates of interest or participation in other securities, of the

     Company are outstanding, if the requirements for such exclusion set forth

     in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of

     the preceding sentence, the optional provision permitted by the second

     sentence of Section 310(b)(9) of the Trust Indenture Act shall be

     applicable.



SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.



          There shall at all times be a Trustee hereunder which shall be a

corporation organized and doing business under the laws of the United States of

America, any State thereof or the District of Columbia, authorized under such

laws to exercise corporate trust powers, having a combined capital and surplus

of at least $50,000,000 and subject to supervision or examination by Federal or

State or District of Columbia authority. If such corporation publishes reports

of condition at least annually, pursuant to law or to the requirements of said

supervising or examining authority, then for the purposes of this Section, the

combined capital and surplus of such corporation shall be deemed to be its

combined capital and surplus as set forth in its most recent report of condition

so published. If at any time the Trustee shall cease to be eligible in

accordance with the provisions of this Section, it shall resign immediately in

the manner and with the effect hereinafter specified in this Article.



          The Indenture shall always have a Trustee who satisfies the

requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust

Indenture Act.



SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.



          (a)   No resignation or removal of the Trustee and no appointment of a

     successor Trustee pursuant to this Article shall become effective until the

     acceptance of appointment by the successor Trustee in accordance with the

     applicable requirements of Section 611.



          (b)   The Trustee may resign at any time with respect to the

     Securities of one or more series by giving written notice thereof to the

     Company. If the instrument of acceptance by a successor Trustee required by

     Section 611 shall not have been delivered to the resigning Trustee within

     30 days after the giving of such notice of resignation, the resigning

     Trustee may petition any court of competent jurisdiction for the

     appointment of a successor Trustee with respect to the Securities of such

     series.



                                       45

<Page>



          (c)   The Trustee may be removed at any time with respect to the

     Securities of any series by Act of the Holders of a majority in principal

     amount of the Outstanding Securities of such series, delivered to the

     Trustee and to the Company.



          (d)   If at any time:



                (1)   the Trustee shall fail to comply with Section 608(a) after

          written request therefor by the Company or by any Holder who has been

          a bona fide Holder of a Security for at least six months, or



                (2)   the Trustee shall cease to be eligible under Section 609

          and shall fail to resign after written request therefor by the Company

          or by any such Holder of Securities, or



                (3)   the Trustee shall become incapable of acting or shall be

          adjudged a bankrupt or insolvent or a receiver of the Trustee or of

          its property shall be appointed or any public officer shall take

          charge or control of the Trustee or of its property or affairs for the

          purpose of rehabilitation, conservation or liquidation,



     then, in any such case, (i) the Company by a Board Resolution may remove

     the Trustee with respect to all Securities, or (ii) subject to Section 513,

     any Holder who has been a bona fide Holder of a Security for at least six

     months may, on behalf of himself and all others similarly situated,

     petition any court of competent jurisdiction for the removal of the Trustee

     with respect to all Securities and the appointment of a successor Trustee

     or Trustees.



          (e)   If the Trustee shall resign, be removed or become incapable of

     acting, or if a vacancy shall occur in the office of Trustee for any cause,

     with respect to the Securities of one or more series, the Company, by a

     Board Resolution, shall promptly appoint a successor Trustee or Trustees

     with respect to the Securities of that or those series (it being understood

     that any such successor Trustee may be appointed with respect to the

     Securities of one or more or all of such series and that at any time there

     shall be only one Trustee with respect to the Securities of any particular

     series) and such successor Trustee or Trustees shall comply with the

     applicable requirements of Section 611. If no successor Trustee with

     respect to the Securities of any series shall have been so appointed by the

     Company and accepted appointment in the manner required by Section 611,

     subject to Section 513, any Holder who has been a bona fide Holder of a

     Security of such series for at least six months may, on behalf of himself

     and all others similarly situated, petition any court of competent

     jurisdiction for the appointment of a successor Trustee with respect to the

     Securities of such series.



          (f)   The Company shall give notice of each resignation and each

     removal of the Trustee with respect to the Securities of any series and

     each appointment of a successor Trustee with respect to the Securities of

     any series by mailing written notice of such event by first-class mail,

     postage prepaid, to all Holders of Securities of such series as their names

     and addresses appear in the Security Register. Each notice shall include

     the name of the



                                       46

<Page>



     successor Trustee with respect to the Securities of such series and the

     address of its Corporate Trust Office.



SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.



          (a)   In case of the appointment hereunder of a successor Trustee with

     respect to all Securities, every such successor Trustee so appointed shall

     execute, acknowledge and deliver to the Company and to the retiring Trustee

     an instrument accepting such appointment, and thereupon the resignation or

     removal of the retiring Trustee shall become effective and such successor

     Trustee, without any further act, deed or conveyance, shall become vested

     with all the rights, powers, trusts and duties of the retiring Trustee;

     but, on the request of the Company or the successor Trustee, such retiring

     Trustee shall, upon payment of its charges, execute and deliver an

     instrument transferring to such successor Trustee all the rights, powers

     and trusts of the retiring Trustee and shall duly assign, transfer and

     deliver to such successor Trustee all property and money held by such

     retiring Trustee hereunder.



          (b)   In case of the appointment hereunder of a successor Trustee with

     respect to the Securities of one or more (but not all) series, the Company,

     the retiring Trustee and each successor Trustee with respect to the

     Securities of one or more series shall execute and deliver an indenture

     supplemental hereto wherein each successor Trustee shall accept such

     appointment and which (1) shall contain such provisions as shall be

     necessary or desirable to transfer and confirm to, and to vest in, each

     successor Trustee all the rights, powers, trusts and duties of the retiring

     Trustee with respect to the Securities of that or those series to which the

     appointment of such successor Trustee relates, (2) if the retiring Trustee

     is not retiring with respect to all Securities, shall contain such

     provisions as shall be deemed necessary or desirable to confirm that all

     the rights, powers, trusts and duties of the retiring Trustee with respect

     to the Securities of that or those series as to which the retiring Trustee

     is not retiring shall continue to be vested in the retiring Trustee and (3)

     shall add to or change any of the provisions of this Indenture as shall be

     necessary to provide for or facilitate the administration of the trusts

     hereunder by more than one Trustee, it being understood that nothing herein

     or in such supplemental indenture shall constitute such Trustees

     co-trustees of the same trust and that each such Trustee shall be trustee

     of a trust or trusts hereunder separate and apart from any trust or trusts

     hereunder administered by any other such Trustee; and upon the execution

     and delivery of such supplemental indenture, the resignation or removal of

     the retiring Trustee shall become effective to the extent provided therein

     and each such successor Trustee, without any further act, deed or

     conveyance, shall become vested with all the rights, powers, trusts and

     duties of the retiring Trustee with respect to the Securities of that or

     those series to which the appointment of such successor Trustee relates;

     but, on request of the Company or any successor Trustee, such retiring

     Trustee shall duly assign, transfer and deliver to such successor Trustee

     all property and money held by such retiring Trustee hereunder with respect

     to the Securities of that or those series to which the appointment of such

     successor Trustee relates.



                                       47

<Page>



          (c)   Upon request of any such successor Trustee, the Company shall

     execute any and all instruments for more fully and certainly vesting in and

     confirming to such successor Trustee all such rights, powers and trusts

     referred to in paragraph (a) or (b) of this Section, as the case may be.



          (d)   No successor Trustee shall accept its appointment unless at the

     time of such acceptance such successor Trustee shall be qualified and

     eligible under this Article.



SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.



          Any corporation into which the Trustee may be merged or converted or

with which it may be consolidated, or any corporation resulting from any merger,

conversion or consolidation to which the Trustee shall be a party, or any

corporation succeeding to all or substantially all the corporate trust business

of the Trustee, shall be the successor of the Trustee hereunder, provided such

corporation shall be otherwise qualified and eligible under this Article,

without the execution or filing of any paper or any further act on the part of

any of the parties hereto. In case any Securities shall have been authenticated,

but not delivered, by the Trustee then in office, any successor by merger,

conversion or consolidation to such authenticating Trustee may adopt such

authentication and deliver the Securities so authenticated with the same effect

as if such successor Trustee had itself authenticated such Securities.



SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.



          The Trustee shall comply with Section 311(a) of the Trust Indenture

Act, excluding any creditor relationship described in Section 311(b) of the

Trust Indenture Act. A Trustee who has resigned or been removed shall be subject

to Section 311(a) of the Trust Indenture Act to the extent indicated therein.



SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.



          The Trustee may appoint an Authenticating Agent or Agents which shall

be authorized to act on behalf of the Trustee to authenticate Securities issued

upon original issue and upon exchange, registration of transfer or partial

redemption or pursuant to Section 306, and Securities so authenticated shall be

entitled to the benefits of this Indenture and shall be valid and obligatory for

all purposes as if authenticated by the Trustee hereunder. Wherever reference is

made in this Indenture to the authentication and delivery of Securities by the

Trustee or the Trustee's certificate of authentication, such reference shall be

deemed to include authentication and delivery on behalf of the Trustee by an

Authenticating Agent and a certificate of authentication executed on behalf of

the Trustee by an Authenticating Agent. Each Authenticating Agent shall be

acceptable to the Company and shall at all times be a corporation organized and

doing business under the laws of the United States of America, any State thereof

or the District of Columbia having a combined capital and surplus of not less

than $50,000,000 or equivalent amount expressed in a foreign currency and

subject to supervision or examination by Federal or State or District of

Columbia authority or authority of such country. If such Authenticating Agent

publishes reports of condition at least annually, pursuant to law or to the

requirements of said supervising or examining authority,



                                       48

<Page>



then for the purposes of this Section, the combined capital and surplus of such

Authenticating Agent shall be deemed to be its combined capital and surplus as

set forth in its most recent report of condition so published. If at any time an

Authenticating Agent shall cease to be eligible in accordance with the

provisions of this Section, such Authenticating Agent shall resign immediately

in the manner and with the effect specified in this Section.



          Any corporation into which an Authenticating Agent may be merged or

converted or with which it may be consolidated, or any corporation resulting

from any merger, conversion or consolidation to which such Authenticating Agent

shall be a party, or any corporation succeeding to the corporate agency or

corporate trust business of an Authenticating Agent, shall continue to be an

Authenticating Agent, provided such corporation shall be otherwise eligible

under this Section, without the execution or filing of any paper or any further

act on the part of the Trustee or the Authenticating Agent.



          An Authenticating Agent may resign at any time by giving written

notice thereof to the Trustee and to the Company. The Trustee may at any time

terminate the agency of an Authenticating Agent by giving written notice thereof

to such Authenticating Agent and to the Company. Upon receiving such a notice of

resignation or upon such a termination, or in case at any time such

Authenticating Agent shall cease to be eligible in accordance with the

provisions of this Section, the Trustee may appoint a successor Authenticating

Agent which shall be acceptable to the Company and shall mail written notice of

such appointment by first-class mail, postage prepaid, to all Holders as their

names and addresses appear in the Security Register. Any successor

Authenticating Agent upon acceptance of its appointment hereunder shall become

vested with all the rights, powers and duties of its predecessor hereunder, with

like effect as if originally named as an Authenticating Agent. No successor

Authenticating Agent shall be appointed unless eligible under the provisions of

this Section.



          The Trustee agrees to pay to each Authenticating Agent from time to

time reasonable compensation for its services under this Section, and the

Trustee shall be entitled to be reimbursed for such payments, subject to the

provisions of Section 607.



          If an appointment is made pursuant to this Section, the Securities may

have endorsed thereon, in addition to the Trustee's certificate of

authentication, an alternate certificate of authentication in the following

form:



          "This is one of the Securities of the series designated therein

referred to in the within-mentioned Indenture.



                                       49

<Page>



                                        [TRUSTEE],

                                             AS TRUSTEE





                                        By                                     ,

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

                                             AS AUTHENTICATING AGENT





                                        By

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

                                             AUTHORIZED SIGNATORY."



          Notwithstanding any provision of this Section 614 to the contrary, if

at any time any Authenticating Agent appointed hereunder with respect to any

series of Securities shall not also be acting as the Security Registrar

hereunder with respect to any series of Securities, then, in addition to all

other duties of an Authenticating Agent hereunder, such Authenticating Agent

shall also be obligated: (i) to furnish to the Security Registrar promptly all

information necessary to enable the Security Registrar to maintain at all times

an accurate and current Security Register; and (ii) prior to authenticating any

Security denominated in a foreign currency, to ascertain from the Company the

units of such foreign currency that are required to be determined by the Company

pursuant to Section 302.



                                  ARTICLE SEVEN



                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY



SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.



          With respect to each series of Securities, the Company will furnish or

cause to be furnished to the Trustee:



          (a)   semi-annually, not more than 15 days after each Regular Record

     Date relating to that series (or, if there is no Regular Record Date

     relating to that series, on January 1 and July 1), a list, in such form as

     the Trustee may reasonably require, of the names and addresses of the

     Holders of that series as of such dates, and



          (b)   at such other times as the Trustee may request in writing,

     within 30 days after the receipt by the Company of any such request, a list

     of similar form and content, such list to be dated as of a date not more

     than 15 days prior to the time such list is furnished;



PROVIDED, that so long as the Trustee is the Security Registrar, the Company

shall not be required to furnish or cause to be furnished such a list to the

Trustee. The Company shall otherwise comply with Section 310(a) of the Trust

Indenture Act.



                                       50

<Page>



SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.



          (a)   The Trustee shall preserve, in as current a form as is

     reasonably practicable, the names and addresses of Holders of each series

     contained in the most recent list furnished to the Trustee as provided in

     Section 701 and the names and addresses of Holders of each series received

     by the Trustee in its capacity as Security Registrar, if applicable. The

     Trustee may destroy any list furnished to it as provided in Section 701

     upon receipt of a new list so furnished. The Trustee shall otherwise comply

     with Section 310(a) of the Trust Indenture Act.



          (b)   Holders of Securities may communicate pursuant to Section 312(b)

     the Trust Indenture Act with other Holders with respect to their rights

     under this Indenture or under the Securities.



          (c)   Every Holder of Securities, by receiving and holding the same,

     agrees with the Company and the Trustee that neither the Company nor the

     Trustee nor any agent of either of them shall be held accountable by reason

     of the disclosure of any such information as to the names and addresses of

     the Holders in accordance with Section 702(b), regardless of the source

     from which such information was derived, and that the Trustee shall not be

     held accountable by reason of mailing any material pursuant to a request

     made under Section 702(b). The Company, the Trustee, the Security Registrar

     and any other Person shall have the protection of Section 312(c) of the

     Trust Indenture Act.



SECTION 703. REPORTS BY TRUSTEE.



          (a)   Within 60 days after May 15 of each year after the execution of

     this Indenture, the Trustee shall transmit by mail to Holders a brief

     report dated as of such May 15 that complies with Section 313(a) of the

     Trust Indenture Act.



          (b)   The Trustee shall comply with Section 313(b) of the Trust

     Indenture Act.



          (c)   Reports pursuant to this Section shall be transmitted by mail as

     required by Sections 313(c) and 313(d) of the Trust Indenture Act:



                (1)   to all Holders of Securities, as the names and addresses

          of such Holders appear in the Security Register;



                (2)   to such Holders of Securities as have, within the two

          years preceding such transmissions, filed their names and addresses

          with the Trustee for that purpose; and



                (3)   except in the case of reports pursuant to Subsection (b)

          of this Section, to each Holder of a Security whose name and address

          is preserved at the time by the Trustee, as provided in

          Section 702(a).



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          (d)   A copy of each report pursuant to Subsection (a) or (b) of this

     Section 703 shall, at the time of its transmission to Holders, be filed by

     the Trustee with each stock exchange upon which any Securities are listed,

     with the Commission and with the Company. The Company will notify the

     Trustee when any Securities are listed on any stock exchange.



SECTION 704. REPORTS BY COMPANY.



          The Company shall file with the Trustee, within 15 days after the

Company is required to file the same with the Commission, copies of the annual

reports and of the information, documents and other reports (or copies of such

portions of any of the foregoing as the Commission may from time to time by

rules and regulations prescribe) which the Company may be required to file with

the Commission pursuant to Section 13 or Section 15(d) of the Securities

Exchange Act of 1934, as amended, and shall otherwise comply with Section 314(a)

of the Trust Indenture Act.



                                  ARTICLE EIGHT



              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.



          The Company shall not consolidate with or merge into any other Person

or convey, transfer or lease its properties and assets substantially as an

entirety to any Person, unless:



          (1)   the Person 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, partnership or trust and shall

     expressly assume, by an indenture supplemental hereto, executed and

     delivered to the Trustee, in form satisfactory to the Trustee, the due and

     punctual payment of the principal of (and premium, if any) and interest on

     and any Additional Amounts with respect to all the Securities and the

     performance of every 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 of

     Default, shall have occurred and be continuing; and



          (3)   the Company shall have delivered to the Trustee an Officers'

     Certificate and an Opinion of Counsel, each stating that such

     consolidation, merger, conveyance, transfer or lease and, if a supplemental

     indenture is required in connection with such transaction, such

     supplemental indenture comply with this Article and that all conditions

     precedent herein provided for relating to such transaction have been

     complied with.



SECTION 802. SUCCESSOR PERSON SUBSTITUTED.



          Upon any consolidation by the Company with or merger by the Company

into any other Person or any conveyance, transfer or lease of the properties and

assets of the Company



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substantially as an entirety in accordance with Section 801, 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 such lease, the

predecessor Person shall be relieved of all obligations and covenants under this

Indenture and the Securities.



                                  ARTICLE NINE



                             SUPPLEMENTAL INDENTURES



SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.



          Without the consent of any Holders, the Company, when authorized by a

Board Resolution, and the Trustee, at any time and from time to time, may enter

into one or more indentures supplemental hereto, in form satisfactory to the

Trustee, for any of the following purposes:



          (1)   to evidence the succession of another Person to the Company and

     the assumption by any such successor of the covenants of the Company herein

     and in the Securities; or



          (2)   to add to the covenants of the Company for the benefit of the

     Holders of all or any series of Securities (and if such covenants are to be

     for the benefit of less than all series of Securities, stating that such

     covenants are expressly being included solely for the benefit of such

     series), to add any guarantees of any series of Securities, or to convey,

     transfer, assign, mortgage or pledge any property to or with the Trustee or

     otherwise secure any series of the Securities or to surrender any right or

     power herein conferred upon the Company; or



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

     any series of the Securities (and, if such Event of Default is applicable

     to less than all series of Securities, specifying the series to which such

     Event of Default is applicable); or



          (4)   to change or eliminate any of the provisions of this Indenture,

     PROVIDED that any such change or elimination shall become effective only

     when there is no Security Outstanding of any series created prior to the

     execution of such supplemental indenture which is adversely affected by

     such change in or elimination of such provision; or



          (5)   to establish the form or terms of Securities of any series as

     permitted by Sections 201 and 301; or



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          (6)   to supplement any of the provisions of this Indenture to such

     extent as shall be necessary to permit or facilitate the defeasance and

     discharge of any series of Securities pursuant to Section 401; PROVIDED,

     HOWEVER, that any such action shall not adversely affect the interest of

     the Holders of Securities of such series or any other series of Securities

     in any material respect; or



          (7)   to evidence and provide for the acceptance of appointment

     hereunder by a successor Trustee with respect to the Securities of one or

     more series and to add to or change any of the provisions of this Indenture

     as shall be necessary to provide for or facilitate the administration of

     the trusts hereunder by more than one Trustee, pursuant to the requirements

     of Section 611(b);



          (8)   to cure any ambiguity, to correct or supplement any provision

     herein which may be defective or inconsistent with any other provision

     herein, or to make any other provisions with respect to matters or

     questions arising under this Indenture, PROVIDED such other provisions as

     may be made shall not adversely affect the interests of the Holders of

     Securities of any series in any material respect; or



          (9)   to comply with any requirement in order to effect or maintain

     qualification of this Indenture under the Trust Indenture Act.



SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.



          With the consent of the Holders of a majority in principal amount of

the Outstanding Securities of all series affected by such supplemental indenture

(acting as one class), by Act of said Holders delivered to the Company and the

Trustee, the Company, when authorized by a Board Resolution, and the Trustee may

enter into an indenture or indentures supplemental hereto for the purpose of

adding any provisions to or changing in any manner or eliminating any of the

provisions of this Indenture or of modifying in any manner the rights of the

Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,

that no such supplemental indenture shall, without the consent of the Holder of

each Outstanding Security affected thereby,



          (1)   change the Stated Maturity of the principal of, or any

     installment of principal of or interest on, any Security, or reduce the

     principal amount thereof or the rate of interest thereon, any Additional

     Amounts with respect thereto or any premium payable upon the redemption

     thereof, or change any obligation of the Company to pay Additional Amounts

     (except as contemplated by Section 801(1) and permitted by Section 901(1)),

     or reduce the amount of the principal of an Original Issue Discount

     Security that would be due and payable upon a declaration of acceleration

     of the Maturity thereof pursuant to Section 502, or change any Place of

     Payment where, or the coin or currency or currencies (including composite

     currencies) in which, any Security or any premium or any interest thereon

     or Additional Amounts with respect thereto is payable, or impair the right

     to institute suit for the enforcement of any such payment on or after the

     Stated Maturity thereof (or, in the case of redemption, on or after the

     Redemption Date), or



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          (2)   reduce the percentage in principal amount of Outstanding

     Securities, the consent of whose Holders is required for any such

     supplemental indenture, or the consent of whose Holders is required for any

     waiver (of compliance with certain provisions of this Indenture or certain

     defaults hereunder and their consequences) provided for in this Indenture,

     or



          (3)   modify any of the provisions of this Section, Section 512 or

     Section 1006, except to increase any such percentage or to provide with

     respect to any particular series the right to condition the effectiveness

     of any supplemental indenture as to that series on the consent of the

     Holders of a specified percentage of the aggregate principal amount of

     Outstanding Securities of such series (which provision may be made pursuant

     to Section 301 without the consent of any Holder) or to provide that

     certain other provisions of this Indenture cannot be modified or waived

     without the consent of the Holder of each Outstanding Security affected

     thereby, PROVIDED, HOWEVER, that this clause shall not be deemed to require

     the consent of any Holder with respect to changes in the references to "the

     Trustee" and concomitant changes in this Section and Section 1006, or the

     deletion of this proviso, in accordance with the requirements of Sections

     611(b) and 901(7).



A supplemental indenture which changes or eliminates any covenant or other

provision of this Indenture which has expressly been included solely for the

benefit of one or more particular series of Securities, or which modifies the

rights of the Holders of Securities of such series with respect to such covenant

or other provision, shall be deemed not to affect the rights under this

Indenture of the Holders of Securities of any other series.



          It shall not be necessary for any Act of Holders under this Section to

approve the particular form of any proposed supplemental indenture, but it shall

be sufficient if such Act shall approve the substance thereof.



SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.



          In executing, or accepting the additional trusts created by, any

supplemental indenture permitted by this Article or the modifications thereby of

the trusts created by this Indenture, the Trustee shall be entitled to receive,

and (subject to Section 601) shall be fully protected in relying upon, an

Opinion of Counsel stating that the execution of such supplemental indenture is

authorized or permitted by this Indenture. The Trustee may, but shall not be

obligated to, enter into any such supplemental indenture which affects the

Trustee's own rights, duties, immunities or liabilities under this Indenture or

otherwise.



SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.



          Upon the execution of any supplemental indenture under this Article,

this Indenture shall be modified in accordance therewith, and such supplemental

indenture shall form a part of this Indenture for all purposes; and every Holder

of Securities theretofore or thereafter authenticated and delivered hereunder

shall be bound thereby.



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SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.



          Every supplemental indenture executed pursuant to this Article shall

conform to the requirements of the Trust Indenture Act as then in effect.



SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.



          Securities of any series authenticated and delivered after the

execution of any supplemental indenture pursuant to this Article may, and shall

if required by the Trustee, bear a notation in form approved by the Trustee as

to any matter provided for in such supplemental indenture. If the Company shall

so determine, new Securities of any series so modified as to conform, in the

opinion of the Trustee and the Company, to any such supplemental indenture may

be prepared and executed by the Company and authenticated and delivered by the

Trustee in exchange for Outstanding Securities of such series.



                                   ARTICLE TEN



                                    COVENANTS



SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.



          The Company covenants and agrees for the benefit of each series of

Securities that it will duly and punctually pay the principal of (and premium,

if any), interest on and any Additional Amounts with respect to the Securities

of that series in accordance with the terms of the Securities and this

Indenture.



SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.



          The Company will maintain in each Place of Payment for any series of

Securities an office or agency where Securities of that series may be presented

or surrendered for payment, where Securities of that series may be surrendered

for registration of transfer or exchange and where notices and demands to or

upon the Company in respect of the Securities of that series and this Indenture

may be served. The Company will give prompt written notice to the Trustee of the

location, and any change in the location, of such office or agency. If at any

time the Company 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 may also from time to time designate one or more other

offices or agencies where the Securities of one or more series may be presented

or surrendered for any or all such purposes and may from time to time rescind

such designations; PROVIDED, HOWEVER, that no such designation or rescission

shall in any manner relieve the Company of its obligation to maintain an office

or agency in each Place of Payment for Securities of any series for such

purposes. The Company will give prompt written notice to the Trustee of any such

designation or rescission and of any change in the location of any such other

office or agency.



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SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.



          If the Company shall at any time act as its own Paying Agent with

respect to any series of Securities, it will, on or before each due date of the

principal of (and premium, if any) or interest on or any Additional Amounts with

respect to any of the Securities of that series, segregate and hold in trust for

the benefit of the Persons entitled thereto a sum sufficient to pay the

principal (and premium, if any) or interest or any Additional Amounts so

becoming due until such sums shall be paid to such Persons or otherwise disposed

of as herein provided and will promptly notify the Trustee of its action or

failure so to act.



          Whenever the Company shall have one or more Paying Agents for any

series of Securities, the Company will, on or before each due date of the

principal of (and premium, if any) or interest on any Securities of that series,

deposit with a Paying Agent a sum sufficient to pay the principal (and premium,

if any) or interest so becoming due, such sum to be held in trust for the

benefit of the Persons entitled to such principal, premium or interest, and

(unless such Paying Agent is the Trustee) the Company will promptly notify the

Trustee of its action or failure so to act.



          The Company will cause each Paying Agent for any series of Securities

other than the Trustee to execute and deliver to the Trustee an instrument in

which such Paying Agent shall agree with the Trustee, subject to the provisions

of this Section, that such Paying Agent will:



          (1)   hold all sums held by it for the payment of the principal of

     (and premium, if any), interest on or any Additional Amounts with respect

     to Securities of that series in trust for the benefit of the Persons

     entitled thereto until such sums shall be paid to such Persons or otherwise

     disposed of as herein provided;



          (2)   give the Trustee notice of any default by the Company (or any

     other obligor upon the Securities of that series) in the making of any

     payment of principal (and premium, if any), interest on or any Additional

     Amounts with respect to the Securities of that series; and



          (3)   at any time during the continuance of any such default, upon the

     written request of the Trustee, forthwith pay to the Trustee all sums so

     held in trust by such Paying Agent.



          The Company may at any time, for the purpose of obtaining the

satisfaction and discharge of this Indenture or for any other purpose, pay, or

by Company Order direct any Paying Agent to pay, to the Trustee all sums held in

trust by the Company or such Paying Agent, such sums to be held by the Trustee

upon the same trusts as those upon which sums were held by the Company or such

Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such

Paying Agent shall be released from all further liability with respect to such

money.



          Any money deposited with the Trustee or any Paying Agent, or then held

by the Company, in trust for the payment of the principal of (and premium, if

any) or interest on or any Additional Amounts with respect to any Security of

any series and remaining unclaimed for three



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years after such principal (and premium, if any) or interest or Additional

Amounts have become due and payable shall, unless otherwise required by

mandatory provisions of applicable escheat, or abandoned or unclaimed property

law, be paid to the Company on Company Request, or (if then held by the Company)

shall be discharged from such trust; and the Holder of such Security shall

thereafter, as an unsecured general creditor, look only to the Company for

payment thereof, and all liability of the Trustee or such Paying Agent with

respect to such trust money, and all liability of the Company as trustee

thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such

Paying Agent, before being required to make any such repayment, may at the

expense of the Company cause to be published once, in an Authorized Newspaper in

The Borough of Manhattan, The City of New York and in such other Authorized

Newspapers as the Trustee shall deem appropriate, notice that such money remains

unclaimed and that, after a date specified therein, which shall not be less than

30 days from the date of such publication, any unclaimed balance of such money

then remaining will, unless otherwise required by mandatory provisions of

applicable escheat, or abandoned or unclaimed property law, be repaid to the

Company.



SECTION 1004. EXISTENCE.



          Subject to Article Eight, the Company will do or cause to be done all

things necessary to preserve and keep in full force and effect its corporate

existence.



SECTION 1005. STATEMENT BY OFFICERS AS TO DEFAULT.



          The Company will deliver to the Trustee, within 120 days after the end

of each fiscal year of the Company ending after the date hereof so long as any

Security is outstanding hereunder, an Officers' Certificate complying with

Section 314(a) of the Trust Indenture Act, stating that a review of the

activities of the Company during such year and of performance under this

Indenture has been made under the supervision of the signers thereof and whether

or not to the best of their knowledge, based upon such review, the Company is in

default in the performance, observance or fulfillment of any of its covenants

and other obligations under this Indenture, and if the Company shall be in

default, specifying each such default known to them and the nature and status

thereof. One of the officers signing the Officers' Certificate delivered

pursuant to this Section 1005 shall be the principal executive, financial or

accounting officer of the Company.



          For purposes of this Section, such compliance shall be determined

without regard to any period of grace or requirement of notice provided under

this Indenture.



SECTION 1006. WAIVER OF CERTAIN COVENANTS.



          The Company may omit in any particular instance to comply with any

covenant or condition set forth in Section 1004, or any covenant added for the

benefit of any series of Securities as contemplated by Section 301 (unless

otherwise specified pursuant to Section 301) if before or after the time for

such compliance the Holders of a majority in principal amount of the Outstanding

Securities of all series affected by such omission (acting as one class) shall,

by Act of such Holders, either waive such compliance in such instance or

generally waive compliance with such covenant or condition, but no such waiver

shall extend to or affect such covenant or condition except to the



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extent so expressly waived, and, until such waiver shall become effective, the

obligations of the Company and the duties of the Trustee in respect of any such

covenant or condition shall remain in full force and effect.



SECTION 1007. ADDITIONAL AMOUNTS.



          If the Securities of a series expressly provide for the payment of

Additional Amounts, the Company will pay to the Holder of any Security of such

series Additional Amounts as expressly provided therein. Whenever in this

Indenture there is mentioned, in any context, the payment of the principal of or

any premium or interest on, or in respect of, any Security of any series or the

net proceeds received from the sale or exchange of any Security of any series,

such mention shall be deemed to include mention of the payment of Additional

Amounts provided for in this Section to the extent that, in such context,

Additional Amounts are, were or would be payable in respect thereof pursuant to

the provisions of this Section and express mention of the payment of Additional

Amounts (if applicable) in any provisions hereof shall not be construed as

excluding Additional Amounts in those provisions hereof where such express

mention is not made.



          If the Securities of a series provide for the payment of Additional

Amounts, at least 10 days prior to the first Interest Payment Date with respect

to that series of Securities (or if the Securities of that series will not bear

interest prior to Maturity, the first day on which a payment of principal and

any premium is made), and at least 10 days prior to each date of payment of

principal and any premium or interest if there has been any change with respect

to the matters set forth in the below-mentioned Officers' Certificate, the

Company shall furnish the Trustee and the Company's principal Paying Agent or

Paying Agents, if other than the Trustee, with an Officers' Certificate

instructing the Trustee and such Paying Agent or Paying Agents whether such

payment of principal of and any premium or interest on the Securities of that

series shall be made to Holders of Securities of that series who are United

States Aliens without withholding for or on account of any tax, assessment or

other governmental charge described in the Securities of that series. If any

such withholding shall be required, then such Officers' Certificate shall

specify by country the amount, if any, required to be withheld on such payments

to such Holders of Securities and the Company will pay to such Paying Agent the

Additional Amounts required by this Section. The Company covenants to indemnify

the Trustee and any Paying Agent for, and to hold them harmless against any

loss, liability or expense reasonably incurred without negligence or bad faith

on their part arising out of or in connection with actions taken or omitted by

any of them in reliance on any Officers' Certificate furnished pursuant to this

Section 1007.



                                 ARTICLE ELEVEN



                            REDEMPTION OF SECURITIES



SECTION 1101. APPLICABILITY OF ARTICLE.



          Securities of any series which are redeemable before their Stated

Maturity shall be redeemable in accordance with their terms and (except as

otherwise specified as contemplated by Section 301 for Securities of any series)

in accordance with this Article.



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SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.



          Unless otherwise provided with respect to the Securities of a series

as contemplated by Section 301, the election of the Company to redeem any

Securities shall be evidenced by a Board Resolution. In case of any redemption

at the election of the Company of less than all the Securities of any series,

the Company shall, a reasonable period prior to the Redemption Date fixed by the

Company (unless a shorter notice shall be satisfactory to the Trustee), notify

the Trustee of such Redemption Date and of the principal amount of Securities of

such series to be redeemed. In the case of any redemption of Securities prior to

the expiration of any restriction on such redemption provided in the terms of

such Securities or elsewhere in this Indenture, the Company shall furnish the

Trustee with an Officers' Certificate evidencing compliance with such

restriction. Any notice may be cancelled at any time prior to the mailing of

that notice of redemption to any Holder of the Securities of that series and

shall thereupon be void and of no effect.



SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.



          If less than all the Securities of any series are to be redeemed, the

particular Securities to be redeemed shall be selected not more than 60 days

prior to the Redemption Date by the Trustee, from the Outstanding Securities of

such series not previously called for redemption, by such method as the Trustee

shall deem fair and appropriate and which may provide for the selection for

redemption of portions (equal to the minimum authorized denomination for

Securities of that series or any integral multiple thereof) of the principal

amount of Securities of such series of a denomination larger than the minimum

authorized denomination for Securities of that series or of the principal amount

of global Securities of such series.



          The Trustee shall promptly notify the Company and the Security

Registrar in writing of the Securities selected for redemption and, in the case

of any Securities selected for partial redemption, the principal amount thereof

to be redeemed.



          For all purposes of this Indenture, unless the context otherwise

requires, all provisions relating to the redemption of Securities shall relate,

in the case of any Securities redeemed or to be redeemed only in part, to the

portion of the principal amount of such Securities which has been or is to be

redeemed.



SECTION 1104. NOTICE OF REDEMPTION.



          Notice of redemption shall be given in the manner provided in Section

107 to each Holder of Securities to be redeemed not less than 30 nor more than

60 days prior to the Redemption Date.



          All notices of redemption shall state:



          (1)   the Redemption Date;



          (2)   the Redemption Price;



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          (3)   if less than all the Outstanding Securities of any series are to

     be redeemed, the identification (and, in the case of partial redemption,

     the principal amounts) of the particular Securities to be redeemed;



          (4)   that on the Redemption Date the Redemption Price will become due

     and payable upon each such Security to be redeemed and, if applicable, that

     interest thereon will cease to accrue on and after said date;



          (5)   the place or places where such Securities are to be surrendered

     for payment of the Redemption Price;



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

     and



          (7)   the "CUSIP" number, if applicable.



          A notice of redemption as contemplated by Section 107 need not

identify particular Securities to be redeemed. Notice of redemption of

Securities to be redeemed at the election of the Company shall be given by the

Company or, at the Company's request, by the Trustee in the name and at the

expense of the Company.



SECTION 1105. DEPOSIT OF REDEMPTION PRICE.



          On or before any Redemption Date, the Company shall deposit with the

Trustee or with a Paying Agent (or, if the Company is acting as its own Paying

Agent, segregate and hold in trust as provided in Section 1003) an amount of

money sufficient to pay the Redemption Price of, and (except if the Redemption

Date shall be an Interest Payment Date) accrued interest on, and any Additional

Amounts with respect to, all the Securities which are to be redeemed on that

date.



SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.



          Notice of redemption having been given as aforesaid, the Securities so

to be redeemed shall, on the Redemption Date, become due and payable at the

Redemption Price therein specified, and from and after such date (unless the

Company shall default in the payment of the Redemption Price and accrued

interest) such Securities shall cease to bear interest. Upon surrender of any

such Security for redemption in accordance with said notice, such Security shall

be paid by the Company at the Redemption Price, together with accrued interest

(and any Additional Amounts) to the Redemption Date; PROVIDED, HOWEVER, that

installments of interest whose Stated Maturity is on or prior to the Redemption

Date shall be payable to the Holders of such Securities, or one or more

Predecessor Securities, registered as such at the close of business on the

relevant Record Dates according to their terms and the provisions of Section

307.



          If any Security called for redemption shall not be so paid upon

surrender thereof for redemption, the principal (and premium, if any) shall,

until paid, bear interest from the Redemption Date at the rate prescribed

therefor in the Security or, in the case of Original Issue Discount Securities,

the Securities' Yield to Maturity.



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SECTION 1107. SECURITIES REDEEMED IN PART.



          Any Security which is to be redeemed only in part shall be surrendered

at a Place of Payment therefor (with, if the Company or the Trustee so requires,

due endorsement by, or a written instrument of transfer in form satisfactory to

the Company and the Trustee duly executed by, the Holder thereof or his attorney

duly authorized in writing), and the Company shall execute, and the Trustee

shall authenticate and deliver to the Holder of such Security without service

charge, a new Security or Securities of the same series and Stated Maturity, of

any authorized denomination as requested by such Holder, in aggregate principal

amount equal to and in exchange for the unredeemed portion of the principal of

the Security so surrendered.



SECTION 1108. PURCHASE OF SECURITIES.



          Unless otherwise specified as contemplated by Section 301, the Company

and any Affiliate of the Company may at any time purchase or otherwise acquire

Securities in the open market or by private agreement. Such acquisition shall

not operate as or be deemed for any purpose to be a redemption of the

indebtedness represented by such Securities. Any Securities purchased or

acquired by the Company may be delivered to the Trustee and, upon such delivery,

the indebtedness represented thereby shall be deemed to be satisfied. Section

309 shall apply to all Securities so delivered.



                                 ARTICLE TWELVE



                                  SINKING FUNDS



SECTION 1201. APPLICABILITY OF ARTICLE.



          The provisions of this Article shall be applicable to any sinking fund

for the retirement of Securities of a series except as otherwise specified as

contemplated by Section 301 for Securities of such series.



          The minimum amount of any sinking fund payment provided for by the

terms of Securities of any series is herein referred to as a "mandatory sinking

fund payment," and any payment in excess of such minimum amount provided for by

the terms of Securities of any series is herein referred to as an "optional

sinking fund payment." Unless otherwise provided by the terms of Securities of

any series, the cash amount of any sinking fund payment may be subject to

reduction as provided in Section 1202. Each sinking fund payment shall be

applied to the redemption of Securities of any series as provided for by the

terms of Securities of such series.



SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.



          The Company (1) may deliver Outstanding Securities of a series (other

than any previously called for redemption), and (2) may apply as a credit

Securities of a series which have been redeemed either at the election of the

Company pursuant to the terms of such Securities or through the application of

permitted optional sinking fund payments pursuant to the terms of such



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Securities, in each case in satisfaction of all or any part of any sinking fund

payment with respect to the Securities of such series required to be made

pursuant to the terms of such Securities as provided for by the terms of such

series; PROVIDED that such Securities have not been previously so credited. Such

Securities shall be received and credited for such purpose by the Trustee at the

Redemption Price specified in such Securities for redemption through operation

of the sinking fund and the amount of such sinking payment shall be reduced

accordingly.



SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.



          Not less than 45 days prior (unless a shorter period shall be

satisfactory to the Trustee) to each sinking fund payment date for any series of

Securities, the Company will deliver to the Trustee an Officers' Certificate

specifying the amount of the next ensuing sinking fund payment for that series

pursuant to the terms of that series, the portion thereof, if any, which is to

be satisfied by payment of cash and the portion thereof, if any, which is to be

satisfied by delivery of or by crediting Securities of that series pursuant to

Section 1202 and will also deliver to the Trustee any Securities to be so

delivered. Not less than 30 days before each such sinking fund payment date the

Trustee shall select the Securities to be redeemed upon such sinking fund

payment date in the manner specified in Section 1103 and cause notice of the

redemption thereof to be given in the name of and at the expense of the Company

in the manner provided in Section 1104. Such notice having been duly given, the

redemption of such Securities shall be made upon the terms and in the manner

stated in Sections 1106 and 1107.



                                ARTICLE THIRTEEN



                        MEETINGS OF HOLDERS OF SECURITIES



SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.



          A meeting of Holders of Securities of any or all series may be called

at any time and from time to time pursuant to this Article to make, give or take

any request, demand, authorization, direction, notice, consent, waiver or other

action provided by this Indenture to be made, given or taken by Holders of

Securities of such series.



SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.



          (a)   The Trustee may at any time call a meeting of Holders of

Securities of any series for any purpose specified in Section 1301, to be held

at such time and at such place in [CITY, STATE], or in any other location, as

the Trustee shall determine. Notice of every meeting of Holders of Securities of

any series, setting forth the time and the place of such meeting and in general

terms the action proposed to be taken at such meeting, shall be given, in the

manner provided in Section 107, not less than 20 nor more than 180 days prior to

the date fixed for the meeting.



          (b)   In case at any time the Company, pursuant to a Board Resolution,

or the Holders of at least 10% in aggregate principal amount of the Outstanding

Securities of any series, shall have requested the Trustee for any such series

to call a meeting of the Holders of Securities of



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such series for any purpose specified in Section 1301, by written request

setting forth in reasonable detail the action proposed to be taken at the

meeting, and the Trustee shall not have made the first publication of the notice

of such meeting within 30 days after receipt of such request or shall not

thereafter proceed to cause the meeting to be held as provided herein, then the

Company or the Holders of Securities of such series in the amount above

specified, as the case may be, may determine the time and the place in [CITY,

STATE], for such meeting and may call such meeting for such purposes by giving

notice thereof as provided in Subsection (a) of this Section.



SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.



          To be entitled to vote at any meeting of Holders of Securities of any

series, a Person shall be (1) a Holder of one or more Outstanding Securities of

such series, or (2) a Person appointed by an instrument in writing as proxy for

a Holder or Holders of one or more Outstanding Securities of such series by such

Holder or Holders. The only Persons who shall be entitled to be present or to

speak at any meeting of Holders of Securities of any series shall be the Persons

entitled to vote at such meeting and their counsel, any representatives of the

Trustee and its counsel and any representatives of the Company and its counsel.



SECTION 1304. QUORUM; ACTION.



          The Persons entitled to vote a majority in aggregate principal amount

of the Outstanding Securities of a series shall constitute a quorum for a

meeting of Holders of Securities of such series. In the absence of a quorum

within 30 minutes of the time appointed for any such meeting, the meeting shall,

if convened at the request of Holders of Securities of such series, be

dissolved. In any other case, the meeting may be adjourned for a period of not

less than 10 days as determined by the chairman of the meeting prior to the

adjournment of such meeting. In the absence of a quorum at any such adjourned

meeting, such adjourned meeting may be further adjourned for a period of not

less than 10 days as determined by the chairman of the meeting prior to the

adjournment of such adjourned meeting. Subject to Section 1305(d), notice of the

reconvening of any adjourned meeting shall be given as provided in Section

1302(a), except that such notice need be given only once not less than five days

prior to the date on which the meeting is scheduled to be reconvened. Notice of

the reconvening of an adjourned meeting shall state expressly that Persons

entitled to vote a majority in principal amount of the Outstanding Securities of

such series shall constitute a quorum.



          Except as limited by the first proviso to Section 902, any resolution

presented to a meeting or adjourned meeting duly reconvened at which a quorum is

present as aforesaid may be adopted by the affirmative vote of the Holders of a

majority in aggregate principal amount of the Outstanding Securities of that

series; PROVIDED, HOWEVER, that, except as limited by the first proviso to

Section 902, any resolution with respect to any request, demand, authorization,

direction, notice, consent or waiver which this Indenture expressly provides may

be made, given or taken by the Holders of a specified percentage that is less

than a majority in aggregate principal amount of the Outstanding Securities of a

series may be adopted at a meeting or an adjourned meeting duly reconvened and

at which a quorum is present as aforesaid by the affirmative vote of the Holders

of such specified percentage in aggregate principal amount of the Outstanding

Securities of that series.



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          Except as limited by the first proviso to Section 902, any resolution

passed or decision taken at any meeting of Holders of Securities of any series

duly held in accordance with this Section shall be binding on all the Holders of

Securities of such series, whether or not present or represented at the meeting.



SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF

MEETINGS.



          (a)   The holding of Securities shall be proved in the manner

     specified in Section 105 and the appointment of any proxy shall be proved

     in the manner specified in Section 105. Such regulations may provide that

     written instruments appointing proxies, regular on their face, may be

     presumed valid and genuine without the proof specified in Section 105 or

     other proof.



          (b)   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 Holders of Securities as provided in Section

     1302(b), in which case the Company or the Holders of Securities of the

     series calling the meeting, as the case may be, shall appoint a temporary

     chairman. A permanent chairman and a permanent secretary of the meeting

     shall be elected by vote of the Persons entitled to vote a majority in

     aggregate principal amount of the Outstanding Securities of such series

     represented at the meeting.



          (c)   At any meeting each Holder of a Security of such series and each

     proxy shall be entitled to one vote for each $1,000 principal amount of the

     Outstanding Securities of such series held or represented by him; PROVIDED,

     HOWEVER, that no vote shall be cast or counted at any meeting in respect of

     any Security challenged as not Outstanding and ruled by the chairman of the

     meeting to be not Outstanding. The chairman of the meeting shall have no

     right to vote, except as a Holder of a Security of such series or as a

     proxy.



          (d)   Any meeting of Holders of Securities of any series duly called

     pursuant to Section 1302 at which a quorum is present may be adjourned from

     time to time by Persons entitled to vote a majority in aggregate principal

     amount of the Outstanding Securities of such series represented at the

     meeting; and the meeting may be held as so adjourned without further

     notice.



SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.



          The vote upon any resolution submitted to any meeting of Holders of

Securities of any series shall be by written ballots on which shall be

subscribed the signatures of the Holders of Securities of such series or of

their representatives by proxy and the principal amounts and serial numbers of

the Outstanding Securities of such series held or represented by them. 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, at least in

duplicate, of the proceedings of each meeting of Holders of Securities of any

series shall be prepared by the secretary of the meeting and there shall be

attached to such record the original reports of the



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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 given as provided in Section 1302

and, if applicable, Section 1304. Each copy shall be signed and verified by the

affidavits of the permanent chairman and secretary of the meeting and one such

copy shall be delivered to the Company, and another 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.



                                      * * *



          This instrument may be executed in any number of counterparts, each of

which so executed shall be deemed to be an original, but all such counterparts

shall together constitute but one and the same instrument.



          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to

be duly executed as of the day and year first above written.



                                        KEY ENERGY SERVICES, INC.





                                        By:

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

                                              Name:

                                              Title:





                                        [TRUSTEE], Trustee





                                        By:

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

                                              Name:

                                              Title:



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