<PAGE>

                                                                    EXHIBIT 4.12



                         [FORM OF DEBT WARRANT AGREEMENT

                 FOR WARRANTS SOLD ATTACHED TO DEBT SECURITIES]



                     CREDIT SUISSE FIRST BOSTON (USA), INC.
                                 as the Company

                                       and

                             ---------------------,
                              as the Warrant Agent

                             DEBT WARRANT AGREEMENT

                             Dated as of ___________

                       Warrants to Purchase _____________


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE 1

           ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY] AND
                EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

Section 1.01.  Issuance of Warrants..........................................1
Section 1.02.  Execution and Delivery of Warrant Certificates................2
Section 1.03.  Issuance of Warrant Certificates..............................3
[Section 1.04  Temporary Global Security....................................4]


                                    ARTICLE 2

               WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.01.  Warrant Price.................................................4
Section 2.02.  Duration of Warrants..........................................4
Section 2.03.  Exercise of Warrants..........................................4


                                    ARTICLE 3

          OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
                                  CERTIFICATES

Section 3.01.  No Rights as Warrant Securityholder Conferred by
               Warrants or Warrant Certificates..............................7
Section 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant
               Certificates..................................................8
Section 3.03.  Enforcement of Rights.........................................8
Section 3.04.  Merger, Consolidation, Conveyance or Transfer.................8


                                    ARTICLE 4

                              EXCHANGE AND TRANSFER

Section 4.01.  Exchange and Transfer.........................................9
Section 4.02.  Treatment of Holders of Warrant Certificates.................10
Section 4.03.  Cancellation of Warrant Certificates.........................10


                                    ARTICLE 5

                      CONCERNING THE WARRANT AGENT SECTION

Section 5.01.  Warrant Agent................................................11
Section 5.02.  Conditions of Warrant Agent's Obligations....................11
Section 5.03.  Resignation and Appointment of Successor.....................13

<PAGE>
                                TABLE OF CONTENTS

                                   (CONTINUED)

                                                                            PAGE

                                    ARTICLE 6

                              MISCELLANEOUS SECTION

Section 6.01.  Amendment....................................................14
Section 6.02.  Notices and Demands to the Company and Warrant Agent.........15
Section 6.03.  Addresses....................................................15
Section 6.04.  Applicable Law...............................................15
Section 6.05.  Delivery of Prospectus.......................................15
Section 6.06.  Obtaining of Governmental Approval...........................15
Section 6.07.  Persons Having Rights under Warrant Agreement................15
Section 6.08.  Headings.....................................................15
Section 6.09.  Counterparts.................................................16
Section 6.10.  Inspection of Agreement......................................16
Section 6.11.  Notices to Holders of Warrants...............................16


Exhibit A: Form of Warrant Certificate.....................................A-1


<PAGE>

                             DEBT WARRANT AGREEMENT

      THIS AGREEMENT dated as of ______________ between CREDIT SUISSE FIRST
BOSTON (USA), INC., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), and ____________________, a [bank] [trust
company] duly incorporated and existing under the laws of __________________, as
Warrant Agent (the "Warrant Agent"),

                            W I T N E S S E T H :

      WHEREAS, the Company has entered into a senior indenture dated as of
June__, 2001 (the "Senior Indenture") between the Company and The Chase
Manhattan Bank, as trustee (the "Senior Indenture Trustee") and a subordinated
indenture dated as of ___________ (the "Subordinated Indenture" and together
with the Senior Indenture, "Indentures" or "Indenture") between the Company and
The Chase Manhattan Bank, as trustee (the "Subordinated Indenture Trustee" and
together with the Senior Indenture Trustee, the "Trustee"), providing for the
issuance from time to time of its unsecured debt securities to be issued in one
or more series as provided in the Indenture; and

      WHEREAS, the Company proposes to sell [Title of such debt securities being
offered] (the "Offered Securities") with one or more warrants (the "Warrants")
representing the right to purchase [title of such debt securities purchasable
through exercise of Warrants] (the "Warrant Securities"), the Warrants to be
evidenced by Warrant certificates issued pursuant to this Agreement (the
"Warrant Certificates"); and

      WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form[s] and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
transferred, exchanged, exercised and replaced;

      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   Article 1

   ISSUANCE OF WARRANTS [AND TEMPORARY GLOBAL SECURITY] AND EXECUTION AND
                        DELIVERY OF WARRANT CERTIFICATES

            Section 1.01. ISSUANCE OF WARRANTS. The Warrants shall be evidenced
by one or more Warrant Certificates. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Security in the principal amount of and shall be initially
issued in connection with the issuance of the Offered Securities [and shall be
separately transferable immediately thereafter] [but shall not be separately
transferable until on and after __________, 20__ (the "Detachable Date")]. The
Warrants shall be initially issued with the Offered Securities, and each Warrant
shall evidence the right, subject to the provisions contained herein and in the
Warrant Certificates, to purchase [_______] principal amount of Warrant
Securities.
<PAGE>

            Section 1.02. EXECUTION AND DELIVERY OF WARRANT CERTIFICATES. Each
Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [or a global Warrant Certificate in bearer form (the "Global
Warrant Certificate")] [the form to be the same as that of the Warrant Security
in connection with which the Warrant Certificate is issued], substantially in
the form[s] set forth in Exhibit A [and Exhibit B, respectively,] hereto, shall
be dated ___________ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The chairman of the board of
directors, the chief executive officer, the president, the chief financial
officer, the chief administrative officer, the chief accounting officer or any
Managing Director and the treasurer or any assistant treasurer or the secretary
or any assistant secretary shall execute the Warrant Certificates for the
Company by facsimile or manual signature in the name and on behalf of the
Company. The seal of the Company, if any, shall be reproduced on the Warrant
Certificates. If an officer whose signature is on a Warrant Certificate no
longer holds that office at the time the Warrant Certificate is authenticated,
the Warrant Certificate shall nevertheless be valid.

      No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the Warrant Agent by manual signature. Such signature by the
Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.

      [The Global Warrant Certificate shall be and remain subject to the
provisions of this Agreement until such time as all of the Warrants evidenced
thereby shall have been duly exercised or shall have expired or been cancelled
in accordance with the terms thereof.]

      In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent as provided herein, such
Warrant Certificates may be countersigned and delivered notwithstanding that the
person who signed such Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.

      The term "Holder", when used with respect to any Warrant Certificate [in
registered form], shall mean any person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose [or, prior to the Detachable Date, any person in whose
name at the time the Offered Security to which such Warrant Certificate is
attached is registered upon the register of the Offered Securities. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Offered
Securities to,

                                       2
<PAGE>

make available at all times to the Warrant Agent such information as to holders
of the Offered Securities with Warrants as may be necessary to keep the Warrant
Agent's records up to date.]

      [The term "Holder", when used with respect to the Global Warrant
Certificate, shall mean [prior to the Detachable Date, the bearer of the
Temporary Global Security (as defined in Section 1.04) evidencing the Offered
Securities to which the Warrants evidenced by the Global Warrant Certificate
were initially attached and, after the Detachable Date,] the bearer of the
Global Warrant Certificate.]

            Section 1.03. ISSUANCE OF WARRANT CERTIFICATES. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
______ aggregate principal amount of Warrant Securities (except as provided in
Sections 2.03, 3.02 and 4.01) may be executed by the Company and delivered to
the Warrant Agent upon the execution of this Warrant Agreement or from time to
time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign Warrant Certificates
evidencing _______ Warrants representing the right to purchase up to ______
aggregate principal amount of Warrant Securities and shall[, in the case of
Warrant Certificates in registered form,] deliver such Warrant Certificates to
or upon the order of the Company [and, in the case of the Global Warrant
Certificate, upon the order of the Company, deposit the Global Warrant
Certificate with ________, as common depositary (the "Common Depositary") for
Morgan Guaranty Trust Company of New York, Brussels office (or any successor),
as operator of the Euroclear System (the "Euroclear Operator"), and for
Clearstream Banking societe anonyme ("Clearstream") for credit to the accounts
of persons appearing from time to time on the records of the Euroclear Operator
or of Clearstream as being entitled to any portion thereof. [The Temporary
Global Security [, as defined in Section 1.04,] will at the same time be
deposited with the Common Depositary.] [The Global Warrant Certificate shall be
held by the Common Depositary outside the United Kingdom.]] Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates or[, with respect to Warrant Certificates in registered form,] in
connection with their transfer as hereinafter provided or as provided in the
antepenultimate paragraph of Section 2.03].

      Pending the preparation of definitive Warrant Certificates [in registered
form] evidencing Warrants, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates [in registered form]
evidencing such Warrants (printed, lithographed, typewritten or otherwise
produced, in each case in form satisfactory to the Warrant Agent). Such
temporary Warrant Certificates shall be issuable substantially in the form of
the definitive Warrant Certificates [in registered form] but with such
omissions, insertions and variations as may be appropriate for temporary Warrant
Certificates, all as may be determined by the Company with the concurrence of
the Warrant Agent. Such temporary Warrant Certificates may contain such
reference to any provisions of this Warrant Agreement as may be appropriate.
Every such temporary Warrant Certificate shall be executed by the Company and
shall be countersigned by the Warrant Agent upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Warrant
Certificates [in registered form]. Without unreasonable delay, the Company shall
execute and shall furnish definitive Warrant Certificates [in registered form]
and thereupon such temporary Warrant Certificates may be surrendered in

                                       3
<PAGE>

exchange therefor without charge pursuant to and subject to the provisions of
Section 4.01, and the Warrant Agent shall countersign and deliver in exchange
for such temporary Warrant Certificates definitive Warrant Certificates [in
registered form] of authorized denominations evidencing a like aggregate number
of Warrants evidenced by such temporary Warrant Certificates. Until so
exchanged, such temporary Warrant Certificates shall be entitled to the same
benefits under this Warrant Agreement as definitive Warrant Certificates [in
registered form].

            [Section 1.04. Temporary Global Security. Prior to the Detachable
Date, each Offered Security to be issued with Warrants evidenced by the Global
Warrant Certificate shall, whenever issued, be evidenced by a single temporary
global Offered Security in bearer form without interest coupons (the "Temporary
Global Security") to be issued by the Company as provided in the Indenture.]

                                   Article 2

               WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

            Section 2.01. WARRANT PRICE. On ___________, 20__ the exercise price
of each Warrant will be $_______. During the period from ___________, 20__
through and including ___________, 20__, the exercise price of each Warrant will
be $________ plus [accrued amortization of the original issue discount] [accrued
interest] from _________, 20__. On __________, 20__ the exercise price of each
Warrant will be $_______. During the period from _________, 20__ through and
including __________, 20__, the exercise price of each Warrant will be $______
plus [accrued amortization of the original issue discount] [accrued interest]
from _________, 20__. [In each case, the original issue discount will be
amortized at a ___% annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day months].
Such exercise price of Warrant Securities is referred to in this Agreement as
the "Warrant Price". [The original issue discount for each principal amount of
Warrant Securities is________].

            Section 2.02. DURATION OF WARRANTS. Subject to Section 4.03(b), each
Warrant may be exercised [in whole but not in part] [in whole or in part] [at
any time, as specified herein, on or after [the date thereof] [________, 20__]
and at or before [time, location] on ___________, 20__ (each day during such
period may hereinafter be referred to as an "Exercise Date")] [on [list of
specific dates] (each, an "Exercise Date")], or such later date as the Company
may designate by notice to the Warrant Agent and the Holders of Warrant
Certificates [in registered form and to the beneficial owners of the Global
Warrant Certificate] (the "Expiration Date"). Each Warrant not exercised at or
before [time, location] on the Expiration Date shall become void, and all rights
of the Holder [and any beneficial owners] of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.

            Section 2.03. EXERCISE OF WARRANTS. [During] [With respect to
Warrants evidenced by Warrant Certificates in registered form, during] the
period specified in Section 2.02, any whole number of Warrants may be exercised
by providing certain information as set forth on the reverse side of the Warrant
Certificates evidencing such Warrants and by paying in full [in lawful money of
the United States of America] [in applicable currency] [in cash] [by

                                       4
<PAGE>

certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds,] the Warrant Price for
each Warrant exercised (plus accrued interest, if any, on the Warrant Securities
to be issued upon exercise of such Warrant from and including the Interest
Payment Date (as defined in the Indenture), if any, in respect of such Warrant
Securities immediately preceding the Exercise Date to and including the Exercise
Date (unless the Exercise Date is after the Regular Record Date (as defined in
the Indenture), if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in
which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form)) to the Warrant Agent at its
corporate trust office at [address] [or at _________], provided that such
exercise is subject to receipt within five business days of such [payment] [wire
transfer] by the Warrant Agent of the Warrant Certificate evidencing each
Warrant exercised with the form of election to purchase Warrant Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed.

      [With respect to Warrants evidenced by the Global Warrant Certificate,
during the period specified in Section 2.02, any whole number of Warrants may be
exercised by the Holder by presentation to the Warrant Agent at its office at
[address located outside the United States [and the United Kingdom]], at or
prior to [time], on any day on which the Warrants are exercisable, of (i) the
Global Warrant Certificate [together with, if prior to the Detachable Date, the
Temporary Global Security] (or written confirmation reasonably satisfactory to
the Warrant Agent that the Global Warrant Certificate [is] [and, if prior to the
Detachable Date, the Temporary Global Security are] held by the Euroclear
Operator and Clearstream and will be duly endorsed to reflect the exercise of
Warrants [and, if prior to the Detachable Date, the surrender to the Warrant
Agent of the Offered Securities to which the Warrants are attached] by the
Euroclear Operator and Clearstream), (ii) a duly executed certification from the
Euroclear Operator or Clearstream, as the case may be, substantially in the form
set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the
United States of America] [in applicable currency] [in cash] [by certified check
or official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds,] of the Warrant Price for each
Warrant exercised (plus accrued interest, if any, on the Warrant Securities to
be issued upon exercise of such Warrant from and including the Interest Payment
Date, if any, in respect of such Warrant Securities immediately preceding the
Exercise Date to and including the Exercise Date (unless the Exercise Date is
after the Regular Record Date, if any, for such Interest Payment Date, but on or
before the immediately succeeding Interest Payment Date for such Warrant
Securities, in which event no such accrued interest shall be payable in respect
of Warrant Securities to be issued in registered form)). Notwithstanding the
foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date
at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants
exercised as set forth in this paragraph shall be deemed exercised at the
[country] office of the Warrant Agent.]

      [The Warrant Agent shall retain each certificate received by it from the
Euroclear Operator or Clearstream through the Expiration Date (or such earlier
date by which all of the Warrants may have been exercised or cancelled) and
thereafter shall dispose of them or deliver them to the Company pursuant to the
instructions of the Company.]

                                       5
<PAGE>

      [The delivery to the Warrant Agent by the Euroclear Operator or
Clearstream of any certification referred to above may be relied upon by the
Company, the Warrant Agent and the Trustee as conclusive evidence that a
corresponding certificate or certificates substantially in the form of Exhibit D
hereto has or have been delivered to the Euroclear Operator or Clearstream, as
the case may be.]

      [The Company will maintain in [location] (or in such other city [in
western Europe] as the Company may deem advisable), until the right to exercise
the Warrants shall expire or be earlier cancelled as hereinafter provided, an
agency where the Global Warrant Certificate [and, if prior to the Detachable
Date, the Temporary Global Security] may be presented for exercise of the
Warrants represented thereby [and, if prior to the Detachable Date, for
surrender for cancellation of the Offered Securities to which such Warrants are
attached] and notices and demands to or upon the Company in respect of the
Warrants or of this Agreement may be made.]

      The date on which payment in full of the Warrant Price (plus any such
accrued interest) is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate [in registered form or, as the case may be, the Global
Warrant Certificate [and, if required, the Temporary Global Security] and the
certification of Euroclear Operator or Clearstream] as aforesaid, be deemed to
be the date on which the Warrant is exercised. The Warrant Agent shall deposit
all funds received by it in payment for the exercise of Warrants in an account
of the Company maintained with it (or in such other account as may be designated
by the Company) and shall advise the Company, by telephone or by facsimile
transmission or other form of electronic communication available to both
parties, at the end of each day on which a payment for the exercise of Warrants
is received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such advice to the Company in writing.

      If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed, then,
notwithstanding any other provision of this Agreement or the Warrant Certificate
evidencing such Warrants, but subject to the limitation that no Warrant may be
exercised after the Expiration Date, the Warrants shall be exercisable on the
next succeeding day which in such city is not a Saturday or Sunday or a day on
which banking institutions in such city are authorized or required to be closed.

      The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company [and][,] the Trustee [and the Common Depositary at [both] its
London and [location] office[s]] in writing [(which, in the case of exercised
Warrants represented by the Global Warrant Certificate, shall be tested telex
with appropriate answerback received,)] of (i) the number of Warrants exercised,
(ii) the instructions of each Holder of the Warrant Certificates [in registered
form] evidencing such Warrants [or of the Euroclear Operator or Clearstream, as
the case may be,] with respect to delivery of the Warrant Securities to be
issued upon such exercise, (iii) delivery of any Warrant Certificates [in
registered form] evidencing the balance, if any, of the Warrants remaining after
such exercise, and (iv) such other information as the Company or the Trustee
shall reasonably require. [In addition, in the case of exercised Warrants
evidenced by the Global Warrant Certificate, the Warrant Agent shall, as
promptly as practicable, endorse, or cause the Common Depositary, [location]
office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to
the Global Warrant Certificate to reflect the exercise of such


                                       6
<PAGE>

Warrants [and the Temporary Global Security to reflect the surrender for
cancellation of the Offered Securities to which such Warrants are attached] and,
if applicable, return the Global Warrant Certificate [and the Temporary Global
Security] to the Common Depositary or to its order.]

      As soon as practicable after the exercise of any Warrant [evidenced by a
Warrant Certificate in registered form], but subject to receipt by the Warrant
Agent of the Warrant Certificate evidencing such Warrant as provided in this
Section, the Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the Holder of the Warrant Certificate
evidencing each Warrant, the Warrant Securities to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate [in registered form] evidencing the number of such Warrants
remaining unexercised.

      [As soon as practicable after the exercise of any Warrant evidenced by the
Global Warrant Certificate, the Company shall issue, pursuant to the Indenture,
the Warrant Securities issuable upon such exercise, in authorized denominations
(i) in fully registered form, registered in such name or names as may be
directed by the Euroclear Operator or Clearstream, as the case may be, to or
upon order of the Euroclear Operator or Clearstream, as the case may be, or (ii)
in bearer form to the Common Depositary to be held for the account of the
Euroclear Operator or Clearstream, as the case may be, together with a written
confirmation substantially in form of Exhibit E hereto; provided, however, that
no Warrant Security in bearer form shall be mailed or otherwise delivered to any
location in the United States of America, its territories or possessions or
areas subject to its jurisdiction or the Commonwealth of Puerto Rico.]

      The Company shall not be required to pay any stamp or other tax or other
governmental charge required to be paid in connection with any transfer involved
in the issuance of the Warrant Securities, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.

                                   Article 3

                     OTHER PROVISIONS RELATING TO RIGHTS OF
                         HOLDERS OF WARRANT CERTIFICATES

            Section 3.01. NO RIGHTS AS WARRANT SECURITYHOLDER CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder or any beneficial owner thereof to any of the
rights of a holder or beneficial owner of Warrant Securities, including, without
limitation, the right to receive the payment of principal of (premium, if any)
or interest, if any, on Warrant Securities or to enforce any of the covenants in
the Indenture.

                                       7
<PAGE>

            Section 3.02. LOST, MUTILATED, STOLEN, OR DESTROYED WARRANT
CERTIFICATES. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss, mutilation,
theft or destruction of any Warrant Certificate and of such security or
indemnity as may be required by the Company and the Warrant Agent to hold each
of them and any agent of them harmless and, in the case of mutilation of a
Warrant Certificate, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
mutilated, stolen or destroyed Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing a like number of Warrants[; provided, however,
that any Global Warrant Certificate shall be so delivered only to the Common
Depositary.] Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
stamp or other tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, mutilated, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered 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 of lost, mutilated,
stolen or destroyed Warrant Certificates.

            Section 3.03. ENFORCEMENT OF RIGHTS. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate [in registered
form or the beneficial owner of any Warrant evidenced by the Global Warrant
Certificate], without the consent of [the Common Depositary,] the Warrant Agent,
the Trustee, the holder of any Offered Securities or the Holder of any other
Warrant Certificate, may, in its own behalf and for its own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the
Company suitable to enforce, or otherwise in respect of, its right to exercise
its Warrants in the manner provided in its Warrant Certificate [or the Global
Warrant Certificate, as the case may be,] and in this Agreement. [Neither the
Company nor the Warrant Agent shall be required to treat any person as a
beneficial owner of any Warrant evidenced by the Global Warrant Certificate
unless such person is so certified as such a beneficial owner by the Euroclear
Operator or Clearstream.]

            Section 3.04. MERGER, CONSOLIDATION, CONVEYANCE OR TRANSFER. (a) If
at any time there shall be a merger or consolidation of the Company or a
conveyance or transfer of its property and assets substantially as an entirety
as permitted under the Indenture, then in any such event the successor or
assuming corporation referred to therein shall succeed to and be substituted for
the Company, with the same effect, subject to the Indenture, as if it had been
named herein and in the Warrant Certificates as the Company; the Company shall
thereupon, except in the case of a transfer by way of lease, be relieved of any
further obligation hereunder and under the Warrants and the Warrant
Certificates, and the Company as the predecessor corporation, except in the case
of a transfer by way of lease, may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation may

                                       8
<PAGE>

thereupon cause to be signed, and may issue either in its own name or in the
name of the Company, Warrant Certificates evidencing any or all of the Warrants
issuable hereunder which theretofore shall not have been signed by the Company,
and may execute and deliver Warrant Securities in its own name pursuant to the
Indenture, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Warrants theretofore
or thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had been issued at the date of the execution hereof. In any
case of any such merger, consolidation, conveyance or transfer, such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificates representing the Warrants thereafter to be issued as may be
appropriate.

            (b) The Warrant Agent may receive a written opinion of legal counsel
(who shall be acceptable to the Warrant Agent) as conclusive evidence that any
such merger, consolidation, conveyance or transfer complies with the provisions
of this Section and the Indenture.

                                   Article 4

                              EXCHANGE AND TRANSFER

            Section 4.01. EXCHANGE AND TRANSFER. (a) [Upon] [Prior to the
Detachable Date, a Warrant Certificate [in registered form] may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security. Prior to the
Detachable Date, the transfer of the beneficial ownership of any Warrant
evidenced by the Global Warrant Certificate shall effect and shall be deemed to
effect the transfer of the beneficial ownership of any Offered Securities
evidenced by the Temporary Global Security that are attached to such Warrants.
Prior to any Detachable Date, each transfer of the Offered Security [on the
register maintained with respect to the Offered Securities, in the case of an
Offered Security that is in registered form], shall operate to also transfer the
related Warrant Certificates. Similarly, prior to the Detachable Date, the
transfer of the beneficial ownership of any Offered Security evidenced by the
Temporary Global Security shall be deemed to be the transfer of the beneficial
ownership of any Warrants evidenced by the Global Warrant Certificate that are
attached to such Offered Securities. The transfer of the beneficial ownership of
Warrants and Warrant Securities hereunder shall be effected only as provided in
Section 4.01. On or after the Detachable Date, upon] surrender at the corporate
trust office of the Warrant Agent at [address] [or ___________], Warrant
Certificates [in registered form] evidencing Warrants may be exchanged for
Warrant Certificates [in registered form] in other authorized denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided, however, that such other Warrant Certificates shall evidence
the same aggregate number of Warrants as the Warrant Certificates so
surrendered.

            (b) The Warrant Agent shall keep, at its corporate trust office at
[address] [and at _________], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates [in
registered form] and exchanges and transfers of outstanding Warrant Certificates
[in registered form] upon surrender of such Warrant Certificates

                                       9
<PAGE>

to the Warrant Agent at its corporate trust office at [address] or [_________]
for exchange or registration of transfer, properly endorsed [or accompanied by
appropriate instruments of registration of transfer and written instructions for
transfer, all in form satisfactory to the Company and the Warrant Agent.]

            (c) No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates [in registered form], but the Company may
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer.

            (d) Whenever any Warrant Certificates [in registered form], are so
surrendered for exchange or registration of transfer, an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates [in
registered form], duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate [in registered form],
evidencing a fraction of a Warrant or a number of full Warrants and a fraction
of a Warrant.

            (e) All Warrant Certificates [in registered form], issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such exchange or registration or transfer.

            Section 4.02. TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. [With
respect to the Global Warrant Certificate, the Holder thereof may be treated by
the Company, the Warrant Agent and all other persons dealing with such Holder as
the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.] [Each] [With respect to Warrant Certificates in
registered form, each] Holder of a Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Warrant Agent and every subsequent
Holder of such Warrant Certificate that until the transfer of such Warrant
Certificate is registered on the books of such Warrant Agent [or, prior to the
Detachable Date, until the transfer of the Offered Security to which such
Warrant Certificate is attached, is registered in the register of the Offered
Securities], the Company and the Warrant Agent may treat the registered Holder
of such Warrant Certificate as the absolute owner thereof for any purpose and as
the person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.

            Section 4.03. CANCELLATION OF WARRANT CERTIFICATES. (a) Any Warrant
Certificate surrendered for exchange or registration of transfer or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent, and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu
thereof. The Warrant Agent shall cause all cancelled Warrant Certificates to be
destroyed and shall deliver a certificate of such destruction to the Company.
(b) If the Company notifies the Trustee of its election to redeem [prior to the
Detachable Date] [, as a whole but not in part,] [the

                                       10
<PAGE>

Offered Securities [or] [and]] the Warrant Securities pursuant to the Indenture
or the terms thereof, the Company may elect, and shall give notice to the
Warrant Agent of its election, to cancel the unexercised Warrants, the Warrant
Certificates and the rights evidenced thereby. Promptly after receipt of such
notice by the Warrant Agent, the Company shall, or, at the Company's request,
the Warrant Agent shall in the name of and at the expense of the Company, give
notice of such cancellation to the Holders of the Warrant Certificates [in
registered form and to the beneficial owners of the Global Warrant Certificate
(except that such notice shall be required to be published only once)], such
notice to be so given not less than 30 nor more than 60 days prior to the date
fixed for the redemption of [the Offered Securities [or] [and]] the Warrant
Securities pursuant to the Indenture or the terms thereof. The unexercised
Warrants, the Warrant Certificates and the rights evidenced thereby shall be
cancelled and become void on the 15th day prior to such date fixed for
redemption.

                                   Article 5

                      CONCERNING THE WARRANT AGENT SECTION

            Section 5.01. WARRANT AGENT. The Company hereby appoints __________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein and in the
Warrant Certificates set forth; and ____________ hereby accepts such
appointment. The Warrant Agent shall have the powers and authority granted to
and conferred upon it in the Warrant Certificates and herein and such further
powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such powers and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.

            Section 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

      (a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including reasonable attorneys' fees)
incurred by the Warrant Agent without negligence, bad faith or breach of this
Agreement on its part in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the reasonable
costs and expenses of defending against any claim of such liability.

      (b) Agent for the Company. In acting under this Agreement and in
connection with the Warrants and the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the Holders of Warrant
Certificates or beneficial owners of Warrants.

                                       11
<PAGE>

      (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it
in its reasonable judgment, and the advice of such 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 accordance with the advice of
such counsel.

      (d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

      (e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, Warrants,
with the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant Securities or other obligations of the Company as freely as if it
were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.

      (f) No Liability for Interest. The Warrant Agent shall have no liability
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.

      (g) No Liability for Invalidity. The Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this Agreement or
the execution and delivery hereof (except the due authorization to execute this
Agreement and the due execution and delivery hereof by the Warrant Agent) or
with respect to the validity or execution of any Warrant Certificates (except
its countersignature thereof).

      (h) No Liability for Recitals. The recitals contained herein shall be
taken as the statements of the Company and the Warrant Agent assumes no
liability for the correctness of the same.

      (i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates countersigned by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates.
The Warrant Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements contained herein
or in the Warrant Certificates or in the case of the receipt of any written
demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the

                                       12
<PAGE>

foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.02, to make
any demand upon the Company.

            Section 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The
Company agrees, for the benefit of the Holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.

      (b) The Warrant Agent may at any time resign as such by giving written
notice of its resignation to the Company, specifying the desired date on which
its resignation shall become effective; provided, however, that such date shall
be not less than 90 days after the date on which such notice is given unless the
Company agrees to accept shorter notice. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor Warrant Agent (which
shall be a bank or trust company in good standing, authorized under the laws of
the jurisdiction of its organization to exercise corporate trust powers) by
written instrument in duplicate signed on behalf of the Company, one copy of
which shall be delivered to the resigning Warrant Agent and one copy to the
successor Warrant Agent. The Company may, at any time and for any reason, remove
the Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid)
by written instrument in duplicate signed on behalf of the Company and
specifying such removal and the date when it is intended to become effective,
one copy of which shall be delivered to the Warrant Agent being removed and one
copy to the successor Warrant Agent. Any resignation or removal of the Warrant
Agent and any appointment of a successor Warrant Agent shall become effective
upon acceptance of appointment by the successor Warrant Agent as provided in
this subsection (b). In the event a successor Warrant Agent has not been
appointed and accepted its duties within 90 days of the Warrant Agent's notice
of resignation, the Warrant Agent may apply to any court of competent
jurisdiction for the designation of a successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by
the Company of the compensation and to the reimbursement of all reasonable
out-of-pocket expenses (including reasonable attorneys' fees) incurred by it
hereunder as agreed to in Section 5.02(a).

      (c) The Company shall remove the Warrant Agent and appoint a successor
Warrant Agent if the Warrant Agent (i) shall become incapable of acting, (ii)
shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, (iv) shall consent to, or shall have had entered against it a
court order for, any such relief or to the appointment of or taking possession
by any such official in any involuntary case or other proceedings commenced
against it, (v) shall make a general assignment for the benefit of creditors or
(vi) shall fail generally to pay its debts as they become due. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by it of
such appointment, the predecessor Warrant Agent shall, if not previously
disqualified by operation of law, cease to be Warrant Agent hereunder.

      (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such

                                       13
<PAGE>

appointment hereunder, and thereupon such successor Warrant Agent, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, immunities, duties and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder, and such predecessor
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor as Warrant Agent
hereunder.

      (e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   Article 6

                              MISCELLANEOUS SECTION

            Section 6.01. AMENDMENT. (a) This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable, provided that such action
shall not affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.

      (b) The Company and the Warrant Agent may modify or amend this Agreement
(by means of an agreement supplemental hereto or otherwise) with the consent of
Warrantholders holding not less than a majority in number of the then
outstanding Warrants of all series affected by such modification or amendment,
for any purpose; provided, however, that no such modification or amendment that
changes the exercise price of the Warrants of any series, reduces the amount
receivable upon exercise, cancellation or expiration of the Warrants other than
in accordance with the antidilution provisions or other similar adjustment
provisions included in the terms of the Warrants, shortens the period of time
during which the Warrants of such series may be exercised, or otherwise
materially and adversely affects the exercise rights of the affected
Warrantholders or reduces the percentage of the number of outstanding Warrants
of such series, the consent of whose holders is required for modification or
amendment of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by one or more
Global Warrant Certificates, the Company and the Warrant Agent shall be entitled
to rely upon certification in form satisfactory to each of them that any
requisite consent has been obtained from holders of beneficial ownership
interests in the relevant Global Warrant Certificate. Such certification may be
provided by participants of the Depositary acting on behalf of such beneficial
owners of Warrants, provided that any such

                                       14
<PAGE>

certification is accompanied by a certification from the Depositary as to the
Warrant holdings of such participants.

            Section 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

            Section 6.03. ADDRESSES. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
___________________, Attention: ___________, and any communication from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Credit Suisse First Boston (USA), Inc., Eleven Madison Avenue, New York, New
York 10010, Attention: Corporate Treasury Department (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).

            Section 6.04. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.

            Section 6.05. DELIVERY OF PROSPECTUS. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

            Section 6.06. OBTAINING OF GOVERNMENTAL APPROVAL. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which may
be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

            Section 6.07. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. [Except
as otherwise provided in Section 3.03, nothing] [Nothing] in this Agreement
shall give to any person other than the Company, the Warrant Agent and the
Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.

            Section 6.08. HEADINGS. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

                                       15
<PAGE>

            Section 6.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

            Section 6.10. INSPECTION OF AGREEMENT. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the Holder of any Warrant
Certificate. The Warrant Agent may require such Holder to submit his Warrant
Certificate for inspection by it.

            Section 6.11. NOTICES TO HOLDERS OF WARRANTS. Any notice to Holders
of Warrants evidenced by Warrant Certificates [in registered form] which by any
provisions of this Warrant Agreement is required or permitted to be given shall
be given by first class mail prepaid at such Holder's address as it appears on
the books of the Warrant Agent. [Any notice to beneficial owners of Warrants
evidenced by the Global Warrant Certificate which by any provisions of this
Warrant Agreement is required or permitted to be given shall be given in the
manner provided with respect to Warrant Securities in bearer form in Section
1.06 of the Indenture].



                                       16
<PAGE>


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

                                    CREDIT SUISSE FIRST BOSTON (USA), INC.


[SEAL]                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:
Attest:


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


                                    [WARRANT AGENT]


[SEAL]                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:
Attest:


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



                                       17
<PAGE>

                                    EXHIBIT A

                           FORM OF WARRANT CERTIFICATE

                          [FACE OF WARRANT CERTIFICATE]


[Form of Legend if Offered Securities    Prior to ____________, this Warrant
with Warrants are not immediately        Certificate cannot be transferred or
detachable.                              exchanged unless attached to a [Title
                                         of Offered Securities].]


[Form of Legend if Warrants are not      Prior to ________, Warrants evidenced
immediately exercisable                  by this Warrant Certificate cannot be
                                         exercised.]


                   EXERCISABLE ONLY IF COUNTERSIGNED BY THE
                        WARRANT AGENT AS PROVIDED HEREIN

                    CREDIT SUISSE FIRST BOSTON (USA), INC.
                              WARRANTS TO PURCHASE

                          [Title of Warrant Securities]

               VOID AFTER [TIME, LOCATION], ON ________________


No.__________                                            ____________ Warrants

      This certifies that _____________ or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
owner [, subject to the registered owner qualifying as a "Holder" of this
Warrant Certificate (as hereinafter defined),] to purchase, at any time [after
[time, location] on _________ and] on or before [time, location], on
___________, ______ shares of [Title of Warrant Securities] (the "Warrant
Securities"), of Credit Suisse First Boston (USA), Inc. (the "Company") on the
following basis: during the period from _____________, through and including
___________, the exercise price of each Warrant will be _________; during the
period from ________________, through and including __________, the exercise
price of each Warrant will be (the "Warrant Price"). No adjustment shall be made
for any dividends or other distributions, if any, on any Warrant Securities
issuable upon exercise of any Warrant. The holder may exercise the Warrants
evidenced hereby by providing certain information set forth on the back hereof
and by paying in full [in lawful money of the United States of America][in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds], the Warrant Price for each Warrant exercised to the Warrant
Agent (as

                                       A-1
<PAGE>

hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), [or ____________], which is, on the date hereof, at the address
specified on the reverse hereof, and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).

      The term "Holder" as used herein shall mean [, prior to _________ (the
"Detachable Date"), the registered owner of the Company's [Title of Offered
Securities] to which this Warrant Certificate is initially attached, and after
such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4.01 of the Warrant Agreement.

      [Any whole number of] [The] Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in registered form. [Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.]

      This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ___________ (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ____________].

      [Prior to _____________, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. After such date, transfer of this] [Transfer of this]
Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent [or _________] by
the registered owner or such owner's assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.

      [Except as provided in the immediately preceding paragraph, after] [After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent [or ___________] for Warrant Certificates
representing the same aggregate number of Warrants.

      This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Securities, including, without limitation, the
right to receive payments of dividends or distributions, if any, on the Warrant
Securities or the exercise of any voting rights.

      This Warrant Certificate shall not be valid or binding for any purpose
until countersigned by the Warrant Agent.

                                      A-2
<PAGE>

            IN WITNESS WHEREOF, Credit Suisse First Boston (USA), Inc. has
caused this instrument to be duly executed.


Dated as of ______________

                                      CREDIT SUISSE FIRST BOSTON (USA), INC.


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


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


Countersigned:


----------------------------------,
as Warrant Agent


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

                                      A-3
<PAGE>

                        [REVERSE OF WARRANT CERTIFICATE]

                      Instructions for Exercise of Warrant

      To exercise the Warrants evidenced hereby, the holder must pay [in United
States dollars][in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] [in immediately available funds], the Warrant Price in full for
Warrants exercised to [insert of name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attention: _____________ [or
________________], which [payment] [wire transfer] must specify the name of the
Holder and the number of Warrants exercised by such Holder. In addition, the
Holder must complete the information required below and present this Warrant
Certificate in person or by mail (certified or registered mail is recommended)
to the Warrant Agent at the appropriate address set forth below. This Warrant
Certificate, completed and duly executed, must be received by the Warrant Agent
within five business days of the [payment] [wire transfer].

                     To be Executed Upon Exercise of Warrant

      The undersigned hereby irrevocably elects to exercise __________ Warrants,
evidenced by this Warrant Certificate, to purchase ______ shares of the [Title
of Warrant Securities] (the "Warrant Securities") of the Company and represents
that he has tendered payment for such Warrant Securities [in United States
dollars] [in applicable currency] [in cash] [by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer] [in
immediately available funds] to the order of Credit Suisse First Boston (USA),
Inc., c/o [insert name and address of Warrant Agent], in the amount of
__________ in accordance with the terms hereof. The undersigned requests that
said principal amount of Warrant Securities be in fully registered form in the
authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.

      [If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.]

                                      A-4
<PAGE>


Date:                                    Name:
      -------------------                     -------------------------
                                         Address
-------------------------                       -----------------------
(Insert Social Security or Other
Identifying Number of Holder)            ------------------------------

Signature Guaranteed                     Signature

----------------------------             ---------------------------------------
                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of this Warrant Certificate and
                                         must bear a signature guarantee by a
                                         bank, trust company or member broker of
                                         the New York, Midwest or Pacific Stock
                                         Exchange)

      The Warrants evidenced hereby may be exercised at the following addresses:

By hand at
            ------------------------------------------------------

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

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By mail at:
            ------------------------------------------------------

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                                      A-5