<PAGE>   1

                                                                     Exhibit 4.5





                         The Goldman Sachs Group, Inc.

                                       TO

                              The Bank of New York
                                             Trustee



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


                                WARRANT INDENTURE

                            Dated as of


                                 --------------
<PAGE>   2
                         THE GOLDMAN SACHS GROUP, INC.

    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                               INDENTURE SECTION
<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
Section 312 (a).........................................    701
                                                            702
            (b).........................................    702
            (c).........................................    702
Section 313 (a).........................................    703
            (b).........................................    703
            (c).........................................    703
            (d).........................................    703
Section 314 (a).........................................    704
            (a)(4) .....................................    101
                                                            1004
            (b).........................................    Not Applicable
            (c)(1) .....................................    102
            (c)(2) .....................................    102
            (c)(3) .....................................    Not Applicable
            (d).........................................    Not Applicable
            (e).........................................    102
Section 315 (a).........................................    601
            (b).........................................    602
            (c).........................................    601
            (d).........................................    601
            (e).........................................    513
Section 316 (a) ........................................    101
            (a)(1)(A) ..................................    511
            (a)(1)(B) ..................................    512
            (a)(2) .....................................    Not Applicable
            (b).........................................    507
            (c).........................................    104
Section 317 (a)(1) .....................................    502
            (a)(2) .....................................    503
            (b).........................................    1003
Section 318 (a).........................................    107
</TABLE>
<PAGE>   3
-------------------
NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
PARTIES.......................................................................................  1
RECITALS OF THE COMPANY.......................................................................  1

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.         Definitions..............................................................  1
                     Act       ...............................................................  2
                     Affiliate................................................................  2
                     Applicable Procedures ...................................................  2
                     Board of Directors.......................................................  2
                     Board Resolution.........................................................  2
                     Business Day.............................................................  2
                     Call Warrants............................................................  2
                     Commission...............................................................  3
                     Company..................................................................  3
                     Company Request or Company Order.........................................  3
                     Corporate Trust Office...................................................  3
                     corporation..............................................................  3
                     Depositary...............................................................  3
                     Event of Default.........................................................  3
                     Exchange Act.............................................................  3
                     Expiration Date..........................................................  3
                     Final Date...............................................................  3
                     Global Security..........................................................  3
                     GS&Co ...................................................................  3
                     Holder ..................................................................  4
                     Indenture ...............................................................  4
                     Notice of Default .......................................................  4
                     Officers' Certificate ...................................................  4
                     Opinion of Counsel ......................................................  4
                     Outstanding .............................................................  4
                     Paying Agent ............................................................  5
                     Payment or Settlement Date ..............................................  5
                     Permitted Lien ..........................................................  5
                     Person ..................................................................  5
                     Place of Payment ........................................................  5
                     Predecessor Security ....................................................  5
                     Put Warrants ............................................................  5
                     Redemption Date .........................................................  6
                     Redemption Price ........................................................  6
</TABLE>

------

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
       of the Indenture.
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----

<S>                                                                                            <C>
                     Responsible Officer ....................................................   6
                     Securities .............................................................   6
                     Securities Act .........................................................   6
                     Security Register and Security Registrar ...............................   6
                     Subsidiary .............................................................   6
                     Trust Indenture Act ....................................................   6
                     Trustee ................................................................   6
                     Vice President .........................................................   6
                     Warrants or Universal Warrants .........................................   6
                     Warrant Property .......................................................   7
SECTION 102.         Compliance Certificates and Opinions ...................................   7
SECTION 103.         Form of Documents Delivered to Trustee .................................   7
SECTION 104.         Acts of Holders; Record Dates ..........................................   8
SECTION 105.         Notices, Etc., to Trustee and Company ..................................  10
SECTION 106.         Notice to Holders; Waiver ..............................................  10
SECTION 107.         Conflict with Trust Indenture Act ......................................  11
SECTION 108.         Effect of Headings and Table of Contents ...............................  11
SECTION 109.         Successors and Assigns .................................................  11
SECTION 110.         Separability Clause ....................................................  11
SECTION 111.         Benefits of Indenture ..................................................  11
Section 112.         Characterization of Warrants ...........................................  12
SECTION 113.         Governing Law ..........................................................  12
SECTION 114.         Legal Holidays .........................................................  12

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.         Forms Generally ........................................................  12
SECTION 202.         Form of Face of Call Warrant ...........................................  13
Section 203.         Form of Reverse of Call Warrant ........................................  17
SECTION 204.         Form of Face of Put Warrant ............................................  23
Section 205.         Form of Reverse of Put Warrant. ........................................  26
SECTION 206.         Form of Legend for Global Securities ...................................  32
SECTION 207.         Form of Trustee's Certificate of Authentication ........................  32

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.         Amount Unlimited; Issuable in Series ...................................  32
SECTION 302.         Denominations ..........................................................  35
SECTION 303.         Execution, Authentication, Delivery and Dating .........................  35
SECTION 304.         Temporary Securities ...................................................  37
SECTION 305.         Registration, Registration of Transfer and Exchange ....................  37
SECTION 306.         Mutilated, Destroyed, Lost and Stolen Securities .......................  39
SECTION 307.         Persons Deemed Owners ..................................................  40
</TABLE>


                                      -ii-
<PAGE>   6
<TABLE>
<CAPTION>
<S>                                                                                            <C>
SECTION 308.         Cancellation ...........................................................  40
SECTION 309.         CUSIP Numbers. .........................................................  41
SECTION 310.         Calculation Agent ......................................................  41

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.         Satisfaction and Discharge of Indenture ................................  41
SECTION 402.         Application of Trust Money and Warrant Property ........................  42

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.         Events of Default ......................................................  43
SECTION 502.         Collection of Amounts Due and Suits for Enforcement by Trustee .........  44
SECTION 503.         Trustee May File Proofs of Claim .......................................  45
SECTION 504.         Trustee May Enforce Claims Without Possession of Securities ............  45
SECTION 505.         Application of Money Collected .........................................  45
SECTION 506.         Limitation on Suits ....................................................  46
SECTION 507.         Unconditional Right of Holders to Receive Money or Warrant
                               Property Due With Respect to Securities and to Exercise ......  47
SECTION 508.         Restoration of Rights and Remedies .....................................  47
SECTION 509.         Rights and Remedies Cumulative .........................................  47
SECTION 510.         Delay or Omission Not Waiver ...........................................  47
SECTION 511.         Control by Holders .....................................................  48
SECTION 512.         Waiver of Past Defaults ................................................  48
SECTION 513.         Undertaking for Costs ..................................................  48
SECTION 514.         Waiver of Usury, Stay or Extension Laws ................................  49

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.         Certain Duties and Responsibilities ....................................  49
SECTION 602.         Notice of Defaults .....................................................  49
SECTION 603.         Certain Rights of Trustee ..............................................  49
SECTION 604.         Not Responsible for Recitals or Issuance of Securities .................  51
SECTION 605.         May Hold Securities ....................................................  51
SECTION 606.         Money or Warrant Property Held in Trust ................................  51
SECTION 607.         Compensation and Reimbursement .........................................  51
SECTION 608.         Conflicting Interests ..................................................  52
SECTION 609.         Corporate Trustee Required; Eligibility ................................  52
SECTION 610.         Resignation and Removal; Appointment of Successor ......................  53
SECTION 611.         Acceptance of Appointment by Successor .................................  54
SECTION 612.         Merger, Conversion, Consolidation or Succession to Business ............  55
SECTION 613.         Preferential Collection of Claims Against Company ......................  55
</TABLE>

                                     -iii-
<PAGE>   7
<TABLE>
<CAPTION>
                                  ARTICLE SEVEN

                     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

<S>                                                                                            <C>
SECTION 701.         Company to Furnish Trustee Names and Addresses of Holders ..............  56
SECTION 702.         Preservation of Information; Communications to Holders .................  56
SECTION 703.         Reports by Trustee .....................................................  56
SECTION 704.         Reports by Company .....................................................  57

                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.         Company May Consolidate, Etc., Only on Certain Terms ...................  57
SECTION 802.         Successor Substituted ..................................................  58

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.         Supplemental Indentures Without Consent of Holders .....................  58
SECTION 902.         Supplemental Indentures With Consent of Holders ........................  60
SECTION 903.         Execution of Supplemental Indentures ...................................  61
SECTION 904.         Effect of Supplemental Indentures ......................................  61
SECTION 905.         Conformity with Trust Indenture Act ....................................  61
SECTION 906.         Reference in Securities to Supplemental Indentures .....................  61

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.        Payment or Delivery of Money or Warrant Property .......................  62
SECTION 1002.        Maintenance of Office or Agency ........................................  62
SECTION 1003.        Money and Warrant Property for Securities Payments and
                               Deliveries to Be Held in Trust ...............................  63
SECTION 1004.        Statement by Officers as to Default ....................................  64
SECTION 1005.        Restriction on Certain Liens ...........................................  64
SECTION 1006.        Waiver of Certain Covenants ............................................  64

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.        Applicability of Article ...............................................  65
SECTION 1102.        Election to Redeem; Notice to Trustee ..................................  65
SECTION 1103.        Selection by Trustee of Securities to Be Redeemed ......................  65
SECTION 1104.        Notice of Redemption ...................................................  66
SECTION 1105.        Deposit of Redemption Price ............................................  67
SECTION 1106.        Securities Payable on Redemption Date ..................................  67
SECTION 1107.        Securities Redeemed in Part ............................................  67
</TABLE>

                                      -iv-
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                           <C>
                     TESTIMONIUM ............................................................  62
                     SIGNATURES AND SEALS ...................................................  62
                     ACKNOWLEDGMENTS ........................................................  63
</TABLE>


                                      -v-
<PAGE>   9
         WARRANT INDENTURE, dated as of ............., between The Goldman Sachs
Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
85 Broad Street, New York, New York 10004, and The Bank of New York, a New York
banking corporation, as Trustee (herein called the "Trustee").


                             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 Universal
Warrants, as hereinafter defined (herein sometimes called the "Securities"), to
be issued in one or more series as in this Indenture provided.

         All things necessary to make this Indenture a valid and legally binding
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 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 other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;
<PAGE>   10
                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture;

                  (5) 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

                  (6) when used with respect to any Security, the words
         "exercise" and "exercised" are intended to refer to the right of the
         Holder or the Company to exercise such Security and to receive in
         exchange money, securities or other property in accordance with such
         terms as may hereafter be specified for such Security as contemplated
         by Section 301, and these words are not intended to refer to any right
         of the Holder or the Company to exchange such Security for other
         Securities of the same series and like tenor pursuant to Section 304,
         305, 306 or 906 or another similar provision of this Indenture, unless
         the context otherwise requires; and references herein to the terms of
         any Security that may be exercised mean such terms as may be specified
         for such Security as contemplated in Section 301.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "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.

         "Applicable Procedures" of a Depositary means, with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "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.

         "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; provided that, when used with respect to any
Security, "Business Day" may have such other meaning, if any, as may be
specified for such Security as contemplated by Section 301.


                                      -2-
<PAGE>   11
         "Call Warrants" has the meaning specified in Section 301(5).

         "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, 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 instrument 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" or "Company Order" means a written request or order
signed in the name of the Company by any two of the following: a Chairman of the
Board, a Vice Chairman of the Board, a President, a Vice President, a Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary of the Company,
or any other officer or officers of the Company designated in writing by or
pursuant to authority of the Board of Directors and delivered to the Trustee
from time to time.

         "Corporate Trust Office" means the principal office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be administered, which at the date hereof is located at 101 Barclay
Street, Floor 21 West, New York, New York 10286.

         "corporation" means a corporation, association, company (including a
limited liability company), joint-stock company, business trust or other similar
entity.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency that is designated to act as Depositary for such Securities as
contemplated by Section 301.

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

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date", when used with respect to Securities of any series,
means the date on which the right to exercise the Securities of such series
shall expire.

         "Final Date" has the meaning specified in Section 104.

                                      -3-
<PAGE>   12
         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 206 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "GS&Co." means Goldman, Sachs & Co., a New York partnership, or any
other Person that is a Subsidiary and becomes the successor to GS&Co. as a
result of a merger, consolidation or sale of all or substantially all the assets
of GS&Co., but only for as long as such other Person continues to be a
Subsidiary and such successor.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed and 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

         "Notice of Default" means a written notice of the kind specified in
Section 501(2).

         "Officers' Certificate" means a certificate signed by any two of the
following: a Chairman of the Board, a Vice Chairman of the Board, a President, a
Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant
Secretary of the Company, or any other officer or officers of the Company
designated in a writing by or pursuant to authority of the Board of Directors
and delivered to the Trustee from time to time. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

                  (1) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment, redemption or settlement
         money or Warrant Property in the necessary amount has been theretofore
         deposited with the Trustee or any

                                      -4-


<PAGE>   13
         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;

                  (3) 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; and

                  (4) Securities as to which any money or Warrant Property
         payable or deliverable upon exercise thereof has been paid or delivered
         (or such payment or delivery has been duly provided for), or as to
         which any other particular conditions have been satisfied, in each case
         as may be provided for such Securities as contemplated in Section 301;

provided, however, that in determining whether the Holders of the requisite
number of Outstanding Warrants have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, 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, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually 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", when used with respect to the Securities of any series,
means any Person authorized by the Company to pay or deliver any money or
Warrant Property payable or deliverable on behalf of the Company upon exercise
or redemption of such Securities and includes any warrant agent appointed by the
Company with respect to such series.

         "Payment or Settlement Date", when used with respect to any Security,
means the date when any money or Warrant Property with respect to such Security
becomes payable or deliverable upon exercise or redemption of such Security in
accordance with its terms.

         "Permitted Lien" means each such pledge, lien and other encumbrance as
the Board of Directors determines does not materially detract from or interfere
with the value or control,

                                      -5-
<PAGE>   14
as of the date of such determination, of the Company's or any Subsidiary's
voting or profit participating equity ownership interests in GS&Co. (or in any
Subsidiary that beneficially owns or holds any such interests in GS&Co.,
directly or indirectly).

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series and subject to Section 1002, means the place or places where any money or
Warrant Property payable or deliverable upon exercise or redemption of such
Securities is payable or deliverable.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same contractual obligation 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 contractual obligation as the mutilated, destroyed, lost or
stolen Security.

         "Put Warrants" has the meaning specified in Section 301(5).

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to 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 this
Indenture.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant secretary, any assistant treasurer, any trust
officer, any assistant trust officer or any other officer of the Trustee, in
each case, located in the Corporate Trust Office of the Trustee, 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.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

                                      -6-
<PAGE>   15
         "Subsidiary" means any Person a majority of the combined voting power
of the total outstanding ownership interests in which is, at the time of
determination, beneficially owned or held, directly or indirectly, by the
Company or one or more other Subsidiaries. For this purpose, "voting power"
means power to vote in an ordinary election of directors (or, in the case of a
Person that is not a corporation, ordinarily to appoint or approve the
appointment of Persons holding similar positions), whether at all times or only
as long as no senior class of ownership interests has such voting power by
reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument 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.

         "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".

         "Warrants" or "Universal Warrants" means warrants, issued by the
Company and authenticated and delivered under this Indenture, to purchase or
sell, or whose cash value is determined by reference to or is linked to the
performance, level or value of, one or more of the following: (i) securities of
one or more issuers, including the common or preferred stock or other securities
of the Company or debt or equity securities of third parties, (ii) one or more
currencies, (iii) one or more commodities, (iv) any other financial, economic or
other measure or instrument (including the occurrence or non-occurrence of any
event or circumstance) and/or (v) one or more indices or baskets of the items
described in clauses (i), (ii), (iii) and (iv).

         "Warrant Property", when used with respect to a Security, means the
property described in clauses (i), (ii), (iii) and (iv) of the definition of
Warrants.


SECTION 102. Compliance Certificates and Opinions.

         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 such certificates and

                                      -7-
<PAGE>   16
opinions as may be required under the Trust Indenture Act; provided, however,
that no such opinion shall be required in connection with the issuance of
Securities of any Series. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         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 individual 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 individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.


SECTION 103. 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, or representation by, 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.

                                      -8-
<PAGE>   17
         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 104. Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent 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 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.

         The ownership of Securities shall be proved by the Security Register.

         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.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted

                                      -9-
<PAGE>   18
by this Indenture to be given, made or taken by Holders of Securities of such
series, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable Final
Date by Holders of the requisite number of Outstanding Warrants of such series
on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite number of Outstanding
Warrants of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Final Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any request to
institute proceedings referred to in Section 506(2) or (iii) any direction
referred to in Section 511, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Final Date by Holders of the requisite number of Outstanding Warrants
of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite number of
Outstanding Warrants of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Final Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Final Date"
and from time to time may change the Final Date to any earlier or later day;
provided that no such change shall be

                                      -10-
<PAGE>   19
effective unless notice of the proposed new Final Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant series
in the manner set forth in Section 106, on or prior to the existing Final Date.
If a Final Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Final Date
with respect thereto, subject to its right to change the Final Date as provided
in this paragraph. Notwithstanding the foregoing, no Final Date shall be later
than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Warrants may do so with regard to
all or any lesser number of such Warrants or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all
or any lesser number of such Warrants.


SECTION 105. 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 Trustee 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 instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company.


SECTION 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders 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 his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived

                                      -11-
<PAGE>   20
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.

         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 by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Where this Indenture provides for Notice of any event to a Holder of a
Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to its Applicable
Procedures, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.



SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision 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 latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


SECTION 108. 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 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.


SECTION 110. Separability Clause.

                                      -12-
<PAGE>   21
         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 111. 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 and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


SECTION 112. Characterization of Warrants.

         By executing this Indenture, the Company intends that the
characterization, for accounting and other purposes, of the Universal Warrants
as indebtedness or debt for borrowed money, or as any other type of obligation
which is not indebtedness or debt for borrowed money, shall not be affected
solely by the fact that the Universal Warrants have been issued under an
indenture, as opposed to any other instrument, or solely as a result of any of
the terms and definitions used hereunder with respect to Universal Warrants.


SECTION 113. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.


SECTION 114. Legal Holidays.

         In any case where the Payment or Settlement Date or Redemption Date of
any Security, or any date on which a Holder of any Security has the right to
exercise such Security, shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment or delivery of any money
or Warrant Property payable or deliverable with respect to such Security, or
exercise of such Security, 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 Payment or Settlement
Date or Redemption Date, or on such date for exercise, as the case may be.

                                      -13-
<PAGE>   22


                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.   Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other 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 Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action 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.

      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 of
such Securities.

SECTION 202.   Form of Face of Call Warrant.

   [Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

      By your purchase or other acquisition of the Warrants, you will be deemed
to represent by acquiring and holding the Warrants that either (i) or (ii) is
true:

     (i)  the funds that you are using to acquire the Warrants are not the
          assets of an employee benefit or other plan subject to Title I of the
          Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
          a plan described in Section 4975 of the Internal Revenue Code of 1986,
          as amended (the "Code"), an entity whose underlying assets include
          "plan assets" by reason of Department of Labor regulation section
          2510.3-101 or otherwise, or a governmental plan that is subject to any
          federal, state or local law that is substantially similar to the
          provisions of Section 406 of ERISA or Section 4975 of the Code; or


                                      -14-
<PAGE>   23
     (ii) the purchase, holding and disposition of the Warrants and exercise of
          any rights related thereto will not result in a prohibited transaction
          under Section 406 of ERISA or Section 4975 of the Code (or in the case
          of a governmental plan, any federal, state or local provision that is
          substantially similar to Section 406 of ERISA or Section 4975 of the
          Code).

                          The Goldman Sachs Group, Inc.

                                ...............

No. .............                        CUSIP No. .................


NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Security is a
Global Security, insert-- UP TO] ....

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY
PURCHASABLE PER WARRANT:

EXERCISE PRICE PER WARRANT:

FORM OF PAYMENT OF
EXERCISE PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

      OTHER TERMS:

      This certificate certifies that ..............., or registered assigns, is
   the Holder of the number of [Designation of Universal Warrants][If Security
   is not a Global Security, insert -- specified above] [If Security is a Global
   Security, insert -- specified on Schedule A hereto]. Upon receipt by the
   Trustee of this certificate, the exercise notice on the reverse hereof (or an
   exercise notice in substantially identical form delivered herewith) (the
   "Exercise Notice"), duly completed and executed, and the Exercise Price per
   Warrant set forth above, in the form set forth above, for each Warrant to be
   exercised (the "Exercise Property") at the Place of Payment, each Warrant
   evidenced hereby entitles the Holder hereof to receive, subject to the terms
   and conditions set forth herein and in the Indenture referred to below, from
   The Goldman Sachs Group, Inc., a corporation duly organized and


                                      -15-
<PAGE>   24
   existing under the laws of the State of Delaware (herein called the
   "Company", which term includes any successor Person under the Indenture), the
   amount and form of property (the "Warrant Property") or money specified
   above. Warrants will not entitle the Holders thereof to any of the rights of
   the holders of any of the Warrant Property.

      Any payments of money due on this Security will be made at the office or
   agency maintained for that purpose in New York, New York, in such coin or
   currency of the United States of America as is legal tender for payment of
   public or private debts, against surrender of this Security in the case of
   any payment due on the Payment or Settlement Date; provided that if this
   Security is a Global Security, payment may be made pursuant to the Applicable
   Procedures of the Depositary as permitted in said Indenture.

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

      Unless the certificate of authentication hereon has been executed by the
   Trustee referred to on the reverse hereof by manual signature, this Security
   shall not be entitled to any benefit under the Indenture or be valid or
   obligatory for any purpose.


                                      -16-
<PAGE>   25
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:..................


                                               THE GOLDMAN SACHS GROUP, INC.


                                                By:..........................
                                                  Name:
                                                  Title:



                                      -17-
<PAGE>   26
SECTION 203.   Form of Reverse of Call Warrant.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June ..., 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- , limited in number to ..................... Warrants].

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than ... days' nor more than ... days' notice, at any
time [if applicable, insert-- on or after ..............., 20..], as a whole or
in part, at the election of the Company, at the following redemption
prices:.......................]

      The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

     Subject to the provisions hereof and the Indenture, all or any of the
Warrants evidenced by this certificate may be exercised on any of the dates of
exercise set forth on the face hereof by delivering or causing to be delivered
this Security (in accordance with the Applicable Procedures of the Depositary,
if this Security is a Global Security), the Exercise Notice, duly completed and
executed, and the Exercise Property for each such Warrant to the Corporate Trust
Office, in the Borough of Manhattan, The City of New York, which is, on the date
hereof (unless otherwise specified herein), The Bank of New York, 101 Barclay
Street, Floor 21W, New York, New York 10286, Attention: Tender Department, or at
such other address as the Trustee may specify from time to time, with a copy of
the Exercise Notice, duly completed and executed, to the Calculation Agent,
 ..........................., Attention:..........

      Each Warrant entitles the Holder thereof to receive, upon exercise, the
Warrant Property or money set forth on the face hereof.

      [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of


                                      -18-
<PAGE>   27
the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a
majority in number of the Warrants at the time Outstanding of all series to be
affected (considered together as one class for this purpose). The Indenture also
contains provisions (i) permitting the Holders of a majority in number of the
Warrants at the time Outstanding of all series to be affected under the
Indenture (considered together as one class for this purpose), on behalf of the
Holders of all Warrants of such series, to waive compliance by the Company with
certain provisions of the Indenture and (ii) permitting the Holders of a
majority in number of the Warrants at the time Outstanding of any series to be
affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Warrants of such series, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay or deliver the money or Warrant Property due
with respect to this Security at the time and place herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any Place of Payment with respect to this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same number of Warrants, will be issued to the
designated transferee or transferees.

      The Securities of this series are issuable only in registered form in
denominations of _______ Warrants and any multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like number of Warrants of this series and of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this 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 this


                                      -19-
<PAGE>   28
Security is registered as the owner hereof for all purposes, whether or not any
payment or delivery of money or Warrant Property with respect to this Security
be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

      This Security is a Global Security and is subject to the provisions of the
Indenture relating to Global Securities, including the limitations in Section
305 thereof on transfers and exchanges of Global Securities.

      This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                       [Designation of Universal Warrants]

                                 Exercise Notice
The Bank of New York
101 Barclay Street, 21W
Corporate Trust Administration
New York, New York 10286
Attn:    Tom Tabor              Tel.: (212-815-5381)
         Hector Herrera         Tel.: (212-815-4293)
         Fax:                         (212-815-4803)

with a copy to:

[Insert name and address of Calculation Agent]
Attn:    .......................Tel.:................
         .......................Tel.:................
         Fax:

Re: Call Warrants on ................... expiring ................., 20..,
issued by The Goldman Sachs Group, Inc. and described in the prospectus
supplement dated ................ to the prospectus dated .............., 2001

Ladies and Gentlemen:

         The undersigned is, or is acting on behalf of, the beneficial owner of
such number of the Warrants referenced above as is specified at the end of this
Exercise Notice. The undersigned hereby irrevocably elects to exercise such
number of Warrants. The exercise is to be effective on the Business Day on which
the Trustee has received this Exercise Notice,


                                      -20-
<PAGE>   29
together with all other items required to be delivered on exercise, and the
Calculation Agent has received a copy of this Exercise Notice, unless all
required items have not been received by 11:00 A.M., New York City time, on that
Business Day, in which case the exercise will be effective as of the next
Business Day. We understand, however, that no exercise shall be effective unless
it is effective, as provided above, no later than the Business Day before the
Expiration Date. The effective date will be the exercise notice date.

     If the Warrants to be exercised are in global form, the undersigned is
delivering this exercise notice to the Trustee and to the Calculation Agent, in
each case by facsimile transmission to the relevant number stated above, or such
other number as the Trustee or Calculation Agent may have designated for this
purpose to the Holder. [If applicable, insert -- In addition, the cash amount
equal to the strike value times the number of Warrants indicated below and the
beneficial interest in the number of Warrants indicated below are being
transferred on the books of the Depositary to an account of the Trustee at the
Depositary.]

     If the Warrants to be exercised are not in global form, the undersigned or
the beneficial owner is the Holder of the Warrants and is delivering this
Exercise Notice to the Trustee and to the Calculation Agent by facsimile
transmission as described above. [If applicable, insert -- In addition, the cash
amount equal to the strike value times the number of Warrants indicated below
and the certificate representing the Warrant are being delivered to the
Trustee.]

     If the undersigned is not the beneficial owner of the Warrant to be
exercised, the undersigned hereby represents that it has been duly authorized by
the beneficial owner to act on behalf of the beneficial owner.

     Terms used and not defined in this notice have the meanings given to them
in the Warrant or the Indenture specified in the Warrant. The exercise of the
Warrant will be governed by the terms of the Warrant and the Indenture.

     The Calculation Agent should note receipt of the copy of this Exercise
Notice, in the place provided below, on the Business Day of receipt, noting the
date and time of receipt. The consideration to be delivered or paid in the
requested exercise should be made on the [fifth] Business Day after the exercise
notice date in accordance with the terms of the Warrant.

     Number of Warrants to be exercised:

     ...................................

(must be a number greater than or equal to ....)

Means of Payment of Settlement Value:................


                                      -21-
<PAGE>   30
                                            Very truly yours,
                                            _______________________________

                                            (Name of beneficial owner or Person
                                            authorized to act on its behalf)

                                            _______________________________
                                            (Title)

                                            _______________________________
                                            (Telephone No.)

                                            _______________________________
                                            (Fax No.)


Receipt of the above exercise notice
is hereby noted:

 ............................, as Calculation Agent

By:_____________________________________________

___________________________________
(Title)

Date and time of receipt:

__________________________
(Date)

__________________________
(Time)


                                      -22-
<PAGE>   31
[If Security is a Global Security, insert this Schedule A.]

                                                                      SCHEDULE A
                       [Designation of Universal Warrants]

                                     GLOBAL
                                UNIVERSAL WARRANT
                       SCHEDULE OF EXCHANGES OR EXERCISES

          The initial number of Universal Warrants represented by this Global
     Security is ........ In accordance with the Indenture dated as of June ...,
     2001, as amended or supplemented, between the Company and The Bank of New
     York, as Trustee, the following (A) exchanges of [the number of Universal
     Warrants previously represented hereby and indicated below for a like
     number of Universal Warrants represented by a Global Security that has been
     separated from a Unit (a "Separated Universal Warrant")](1) [the number of
     Universal Warrants previously represented by a Global Security that is part
     of a Unit (an "Attached Unit Universal Warrant") and indicated below for a
     like number of Universal Warrants represented by this Global Security](2)
     or (B) reductions in the number of Universal Warrants represented hereby as
     a result of the exercise of the number of such Warrants indicated below
     have been made:

<TABLE>
<CAPTION>

<S>             <C>              <C>               <C>               <C>               <C>             <C>              <C>
Date of         [Number          [Reduced          [Number of        [Increased        Number of       Reduced          Notation
Exchange        Exchanged        Number            Attached          Number            Universal       Number           Made by or
or Exercise     for              Outstanding       Unit              Outstanding       Warrants        Outstanding      on Behalf
                Separated        Following         Universal         Following         Exercised       Following        of Trustee
                Universal        Such              Warrants          Such                              Such
                Warrants](1)     Exchange](1)      Exchanged         Exchange](2)                      Exercise
                                                   for Universal
                                                   Warrants
                                                   represented
                                                   by this
                                                   Separated
                                                   Universal
                                                   Warrant](2)
</TABLE>


    (1)   Applies only if this Global Security is part of a Unit.

    (2)   Applies only if this Global Security has been separated from a Unit.


                                      -23-
<PAGE>   32
SECTION 204.      Form of Face of Put Warrant.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

         By your purchase or other acquisition of the Warrants, you will be
deemed to represent by acquiring and holding the Warrants that either (i) or
(ii) is true:

               (i)  the funds that you are using to acquire the Warrants are not
                    the assets of an employee benefit or other plan subject to
                    Title I of the Employee Retirement Income Security Act of
                    1974, as amended ("ERISA"), a plan described in Section 4975
                    of the Internal Revenue Code of 1986, as amended (the
                    "Code"), an entity whose underlying assets include "plan
                    assets" by reason of Department of Labor regulation section
                    2510.3-101 or otherwise, or a governmental plan that is
                    subject to any federal, state or local law that is
                    substantially similar to the provisions of Section 406 of
                    ERISA or Section 4975 of the Code; or

               (ii) the purchase, holding and disposition of the Warrants and
                    exercise of any rights related thereto will not result in a
                    prohibited transaction under Section 406 of ERISA or Section
                    4975 of the Code (or in the case of a governmental plan, any
                    federal, state or local provision that is substantially
                    similar to Section 406 of ERISA or Section 4975 of the
                    Code).

                          The Goldman Sachs Group, Inc.

                      .....................................


No.............                        CUSIP No. ....................


NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Security is a
Global Security, insert-- UP TO]........


                                      -24-
<PAGE>   33
CASH SETTLEMENT VALUE PER WARRANT
(OR METHOD OF DETERMINING SAME):

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY DELIVERABLE BY HOLDER UPON
EXERCISE PER WARRANT:

PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY
PER WARRANT:


METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON
EXERCISE OF WARRANTS:

DATES OF EXERCISE:

OTHER TERMS:

         This certificate certifies that .........., or registered assigns, is
the Holder of the number of [Designation of Universal Warrants] [If Security is
not a Global Security, insert -- specified above] [If Security is a Global
Security, insert -- specified on Schedule A hereto]. Upon receipt by the Trustee
of this certificate, the exercise notice on the reverse hereof (or an exercise
notice in substantially identical form delivered herewith) (the "Exercise
Notice"), duly completed and executed, and the amount, if any, of Warrant
Property saleable per Warrant set forth above, adjusted, if applicable, as set
forth above, for each Warrant to be exercised, delivered as set forth above at
the Place of Payment, each Warrant evidenced hereby entitles the Holder hereof
to receive, subject to the terms and conditions set forth herein and in the
Indenture referred to below, from The Goldman Sachs Group, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the "Company", which term includes any successor Person under the
Indenture), the [Cash Settlement Value][Put Price] per Warrant specified above.

         Unless otherwise indicated above, a Warrant will not require or entitle
a Holder thereof to sell or deliver to the Company, nor will the Company be
under any obligation to, nor will it, purchase or take delivery from any Holder
of, any Warrant Property, and upon exercise of a Warrant, the Company will make
only a cash payment in the amount of the [Cash Settlement Value][Put Price] per
Warrant. Holders of Warrants will not receive any interest on any [Cash
Settlement Value][Put Price].

         Any payments of money due on this Security will be made at the office
or agency maintained for that purpose in New York, New York, in such coin or
currency of the United


                                      -25-
<PAGE>   34
States of America as is legal tender for payment of public or private debts,
against surrender of this Security in the case of any payment due on the Payment
or Settlement Date; provided that if this Security is a Global Security, payment
may be made pursuant to the Applicable Procedures of the Depositary as permitted
in said Indenture.

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      -26-
<PAGE>   35
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:.........................

                                                  THE GOLDMAN SACHS GROUP, INC.


                                                  By:...........................
                                                     Name:
                                                     Title:



                                      -27-
<PAGE>   36
SECTION 205.      Form of Reverse of Put Warrant.

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of June ..., 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [If applicable,
insert -- , limited in number to .... Warrants].

         [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than ... days' nor more than ... days' notice, at any
time [if applicable, insert-- on or after ..............., 20..], as a whole or
in part, at the election of the Company, at the following redemption
prices:.......................]

         The Warrants are unsecured contractual obligations of the Company and
rank pari passu with the Company's other unsecured contractual obligations and
with the Company's unsecured and unsubordinated debt.

         Subject to the provisions hereof and the Indenture, all or any of the
Warrants evidenced by this certificate may be exercised on any of the dates of
exercise set forth on the face hereof by delivering or causing to be delivered
this Security (in accordance with the Applicable Procedures of the Depositary,
if this Security is a Global Security), the Exercise Notice, duly completed and
executed, and, if specified on the face hereof, the Exercise Property for each
such Warrant to the Corporate Trust Office, in the Borough of Manhattan, The
City of New York, which is, on the date hereof (unless otherwise specified
herein), 101 Barclay Street, Floor 21W, New York, New York 10286, Attention:
Tender Department, or at such other address as the Trustee may specify from time
to time, with a copy to the Calculation Agent, ..............................,
Attention: .......................

         Each Warrant entitles the Holder thereof to receive, upon exercise, the
money set forth on the face hereof.

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]


                                      -28-
<PAGE>   37
         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in number of the Warrants at the time
Outstanding of all series to be affected (considered together as one class for
this purpose). The Indenture also contains provisions (i) permitting the Holders
of a majority in number of the Warrants at the time Outstanding of all series to
be affected under the Indenture (considered together as one class for this
purpose), on behalf of the Holders of all Warrants of such series, to waive
compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in number of the Warrants at the time
Outstanding of any series to be affected under the Indenture (with each such
series considered separately for this purpose), on behalf of the Holders of all
Warrants of such series, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay or deliver the money or Warrant Property
due with respect to this Security at the time and place herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any Place of Payment with respect to this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same number of Warrants, will be issued to the
designated transferee or transferees.

         The Securities of this series are issuable only in registered form in
denominations of ...... Warrants and any multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like number of Warrants of this series and of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


                                      -29-
<PAGE>   38
         Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes, whether or not any payment or delivery of money with respect to this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

         This Security is a Global Security and is subject to the provisions of
the Indenture relating to Global Securities, including the limitations in
Section 305 thereof on transfers and exchanges of Global Securities.

         This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                       [Designation of Universal Warrants]

                                 Exercise Notice

The Bank of New York
101 Barclay Street, 21W
Corporate Trust Administration
New York, New York 10286
Attn:    Tom Tabor              (212-815-5381)
         Hector Herrera         (212-815-4293)
         Fax:                   (212-815-4803)

with a copy to:

[Insert name and address of Calculation Agent.]
Attn:    .......................Tel.:
         .......................Tel.:
                                Fax:

Re: Put Warrants on ............... expiring ..............., 20.., issued by
The Goldman Sachs Group, Inc. and described in the prospectus supplement dated
 ............. to the prospectus dated .............., 2001

Ladies and Gentlemen:


                                      -30-
<PAGE>   39
         The undersigned is, or is acting on behalf of, the beneficial owner of
such number of the Warrants referenced above as is specified at the end of this
Exercise Notice. The undersigned hereby irrevocably elects to exercise such
number of the Warrants. The exercise is to be effective on the Business Day on
which the Trustee has received this Exercise Notice, together with all other
items required to be delivered on exercise, and the Calculation Agent has
received a copy of this Exercise Notice, unless all required items have not been
received by 11:00 A.M., New York City time, on that Business Day, in which case
the exercise will be effective as of the next Business Day. We understand,
however, that no exercise shall be effective unless it is effective, as provided
above, no later than the Business Day before the Expiration Date. The effective
date will be the exercise notice date.

         If the Warrants to be exercised are in global form, the undersigned is
delivering this Exercise Notice to the Trustee and to the Calculation Agent, in
each case by facsimile transmission to the relevant number stated above, or such
other number as the Trustee or Calculation Agent may have designated for this
purpose to the Holder. In addition, the beneficial interest in the number of
Warrants indicated below is being transferred on the books of the Depositary to
an account of the Trustee at the Depositary.

         If the Warrants to be exercised are not in global form, the undersigned
or the beneficial owner is the Holder of the Warrants and is delivering this
Exercise Notice to the Trustee and to the Calculation Agent by facsimile
transmission as described above. In addition, the certificate representing the
Warrants is being delivered to the Trustee.

         If the undersigned is not the beneficial owner of the Warrant to be
exercised, the undersigned hereby represents that it has been duly authorized by
the beneficial owner to act on behalf of the beneficial owner.

         Terms used and not defined in this notice have the meanings given to
them in the Warrant or the Indenture specified in the Warrant. The exercise of
the Warrant will be governed by the terms of the Warrant and the Indenture.

         The calculation agent should note receipt of the copy of this exercise
notice, in the place provided below, on the business day of receipt, noting the
date and time of receipt. The consideration to be delivered or paid in the
requested exercise should be made on the ....... business day after the exercise
notice date in accordance with the terms of the warrant.

Number of Warrants to be exercised:
_________________________________
(must be a number greater than or equal to ....)

Means of Payment of [Cash Settlement Value][Put Price]:

                                            Very truly yours,
                                            ___________________________________
                                            (Name of beneficial owner or Person


                                      -31-
<PAGE>   40
                                            authorized to act on its behalf)

                                            --------------------------------
                                            (Title)

                                            --------------------------------
                                            (Telephone No.)

                                            --------------------------------
                                            (Fax No.)


Receipt of the above exercise notice
is hereby noted:

 ...................., as Calculation Agent

By:

--------------------------------
(Title)

Date and time of receipt:

--------------------------------
(Date)

--------------------------------
(Time)


                                      -32-
<PAGE>   41
[If Security is a Global Security, insert this Schedule A.]

                       [Designation of Universal Warrants]
                                                                      SCHEDULE A
                                     GLOBAL
                                UNIVERSAL WARRANT
                       SCHEDULE OF EXCHANGES OR EXERCISES

                  The initial number of Universal Warrants represented by this
         Global Security is .......... In accordance with the Indenture, dated
         as of June ..., 2001, between the Company and The Bank of New York, as
         Trustee, [If applicable, insert-- and the Unit Agreement, dated as of
         ............., 200.., between the Company and The Bank of New York, as
         Unit Agent, the following (A) exchanges of [the number of Universal
         Warrants previously represented hereby and indicated below for a like
         number of Universal Warrants represented by a Global Security that has
         been separated from a Unit (a "Separated Universal Warrant")](1) [the
         number of Universal Warrants previously represented by a Global
         Security that is part of a Unit (an "Attached Unit Universal Warrant")
         and indicated below for a like number of Universal Warrants represented
         by this Global Security](2) or (B) reductions in the number of
         Universal Warrants represented hereby as a result of the exercise of
         the number of such Warrants indicated below have been made:

<TABLE>
<CAPTION>

<S>             <C>              <C>               <C>               <C>               <C>             <C>              <C>
Date of         [Number          [Reduced          [Number of        [Increased        Number of       Reduced          Notation
Exchange        Exchanged        Number            Attached          Number            Universal       Number           Made by or
or Exercise     for              Outstanding       Unit              Outstanding       Warrants        Outstanding      on Behalf
                Separated        Following         Universal         Following         Exercised       Following        of Trustee
                Universal        Such              Warrants          Such                              Such
                Warrants](1)     Exchange](1)      Exchanged         Exchange](2)                      Exercise
                                                   for Universal
                                                   Warrants
                                                   represented
                                                   by this
                                                   Separated
                                                   Universal
                                                   Warrant](2)
</TABLE>







         (1)      Applies only if this Global Security is part of a Unit.

         (2)      Applies only if this Global Security has been separated from a
                  Unit.


                                      -33-
<PAGE>   42
SECTION 206.      Form of Legend for Global Securities.

                  Unless otherwise specified as contemplated by Section 301 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


SECTION 207.      Form of Trustee's Certificate of Authentication.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

Dated:


                                             The Bank of New York,
                                                        As Trustee


                                             By.................................
                                               Authorized Signatory


                                      -34-
<PAGE>   43
                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.      Amount Unlimited; Issuable in Series.

           The aggregate number of Warrants which may be authenticated and
delivered under this Indenture is unlimited.

           The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, 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 the Securities of all
          other series);

               (2) any limit upon the aggregate number of the Warrants of the
          series that 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 or 906 and except for any
          Securities which, pursuant to Section 303, are deemed never to have
          been authenticated and delivered hereunder);

               (3) the money payable or receivable or specific Warrant Property
          purchasable or deliverable by or on behalf of the Holder upon exercise
          of the Securities of the series, and the amount thereof (or the method
          for determining the same);

               (4) the price at which the Securities of the series will be
          issued and, if other than U.S. dollars, the coin or currency or
          composite currency in which such issue price will be payable;

               (5) whether the Securities of the series are warrants to purchase
          the Warrant Property (including warrants that may be settled by means
          of net cash settlement or cashless exercise) ("Call Warrants"),
          warrants to sell the Warrant Property (including warrants that may be
          settled by means of net cash settlement or cashless exercise) ("Put
          Warrants") or any other type of warrants;

               (6) the price at which and, if other than U.S. Dollars, the coin
          or currency or composite currency with which the Warrant Property may
          be purchased or sold by or on behalf of the Holder upon exercise of
          the Securities of the series (or the method for determining the same);


                                      -35-
<PAGE>   44
               (7) the period or periods within which, the price or prices at
          which and the terms and conditions upon which any Securities of the
          series may be redeemed, in whole or in part, at the option of the
          Company and, if other than by a Board Resolution, the manner in which
          any election by the Company to redeem the Securities shall be
          evidenced;

               (8) whether the exercise price for the Securities of the series
          may be paid in cash or by the exchange of any such Securities or other
          securities of the Company, or both, or otherwise, whether such
          exercise price may be netted against any money or Warrant Property
          payable or deliverable by the Company with respect to such Securities
          and the method of exercise of such Securities;

               (9) if the Securities of the series are call warrants, whether
          the exercise of such Securities is to be settled by payment in cash or
          delivery of the Warrant Property by the Company or both or otherwise,
          and whether the election of such form of settlement is to be at the
          option of the Holder or of the Company ;

               (10) if the Securities of the series are put warrants, whether
          the exercise of such Securities is to be settled by payment in cash or
          delivery of the Warrant Property by the Holder or both, or otherwise,
          and whether the election of such form of settlement is to be at the
          option of the Holder or of the Company;

               (11) the date on which the right to exercise the Securities of
          the series shall commence and the Expiration Date of the series or, if
          the Securities of the series are not continuously exercisable
          throughout such period, the specific date or dates on which they will
          be exercisable;

               (12) if applicable, that any Securities of the series shall be
          issuable in whole or in part in the form of one or more Global
          Securities and, in such case, the respective Depositaries for such
          Global Securities, the form of any legend or legends which shall be
          borne by any such Global Security in addition to or in lieu of that
          set forth in Section 206, any addition to, elimination of or other
          change in the circumstances set forth in Clause (2) of the last
          paragraph of Section 305 in which any such Global Security may be
          exchanged in whole or in part for Securities registered, and any
          transfer of such Global Security in whole or in part may be
          registered, in the name or names of Persons other than the Depositary
          for such Global Security or a nominee thereof and any other provisions
          governing exchanges or transfers of any such Global Security;

               (13) any warrant agents, Depositaries, Paying Agents, transfer
          agents or registrars or any determination agents, Calculation Agents
          or other agents with respect to Securities of the series;


                                      -36-
<PAGE>   45
               (14) whether the Securities of the series will be issued
          separately or together as a unit (a "Unit") with one or more other
          securities of the Company or any other person and, if the Securities
          of the series are to be issued as components of Units, whether and on
          what terms the Securities of the series may be separated from the
          other components of such Units prior to the Expiration Date of such
          Securities;

               (15) the denominations in which any Securities of the series
          shall be issuable;

               (16) the Place of Payment with respect to Securities of the
          series, if other than the Corporate Trust Office;

               (17) any addition to, elimination of or other change in the
          covenants set forth in Article Ten which applies to Securities of the
          series;

               (18) any provisions necessary to permit or facilitate the
          issuance, payment or exercise of any Securities of the series that may
          be exercised for securities or other property other than Securities of
          the same series and of like tenor, whether in addition to, or in lieu
          of, any payment of money or delivery of other property and whether at
          the option of the Company or otherwise;

               (19) any addition to, elimination of or other change in the
          Events of Default which applies to Securities of the series, including
          making Events of Default inapplicable or changing the remedies
          available to Holders of the Securities of the series upon an Event of
          Default; and

               (20) any other terms of the Securities of the series (which terms
          shall not be inconsistent with the provisions of this Indenture,
          except as permitted by Section 901(5)).

           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.

           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
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.


                                      -37-
<PAGE>   46
           The Securities are unsecured contractual obligations of the Company
and rank pari passu with the Company's other unsecured contractual obligations
and with the Company's unsecured and unsubordinated debt.

           No Security shall entitle the Holder or any beneficial owner thereof
to any of the rights of a holder or beneficial owner of Warrant Property,
including the right to receive the payment of any dividends on, principal of, or
premium or interest on Warrant Property or to vote or to enforce any rights
under any documents governing Warrant Property.



SECTION 302.    Denominations.

           The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of 100 Warrants and any multiple thereof.


SECTION 303.    Execution, Authentication, Delivery and Dating.

           The Securities shall be executed on behalf of the Company by a
Chairman of the Board, a Vice Chairman of the Board, a President or a Vice
President of the Company (or any other officer of the Company designated in
writing by or pursuant to authority of the Board of Directors and delivered to
the Trustee from time to time). The signature of any of these officers and the
reproduction of the corporate seal on the Securities may be manual or facsimile.

           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.


                                      -38-
<PAGE>   47
           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. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as 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,

              (1) 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;

              (2) 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

              (3) 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 valid and
      legally binding obligations of the Company enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles.

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.

           Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

           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


                                      -39-
<PAGE>   48
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 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, 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 and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

           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 one or more
definitive Securities of the same series, of any authorized denominations, of
like tenor and of a like aggregate number of Warrants. 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 and tenor.


SECTION 305.    Registration, Registration of Transfer and Exchange.

           The Company shall cause to be kept at the Corporate Trust Office of
the Trustee 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. The


                                      -40-
<PAGE>   49
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

           Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company 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, of any authorized denominations and of like
tenor and aggregate number of Warrants.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate gate number of Warrants, 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
contractual obligation, 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
exchanges pursuant to Section 304 or 906 not involving any transfer.

           If the Securities of any series are to be redeemed in part, the
Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing (or during such period as otherwise
specified as contemplated by Section 301 for such Securities), or (B) 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.


                                      -41-
<PAGE>   50
           The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

              (1) Each Global Security authenticated under this Indenture shall
      be registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Indenture.

              (2) Notwithstanding any other provision in this Indenture, and
      subject to such applicable provisions, if any, as may be specified as
      contemplated by Section 301, no Global Security may be exchanged in whole
      or in part for Securities registered, and no transfer of a Global Security
      in whole or in part may be registered, in the name of any Person other
      than the Depositary for such Global Security or a nominee thereof unless
      (A) such Depositary has notified the Company that it (i) is unwilling or
      unable to continue as Depositary for such Global Security or (ii) has
      ceased to be a clearing agency registered under the Exchange Act, (B)
      there shall have occurred and be continuing an Event of Default with
      respect to such Global Security or (C) the Company has executed and
      delivered to the Trustee a Company Order stating that such Global Security
      shall be exchanged in whole for Securities that are not Global Securities
      (in which case such exchange shall promptly be effected by the Trustee).
      If the Company receives a notice of the kind specified in Clause (A) above
      or has delivered a Company Order of the kind specified in Clause (C)
      above, it may, in its sole discretion, designate a successor Depositary
      for such Global Security within 60 days after receiving such notice or
      delivery of such order, as the case may be. If the Company designates a
      successor Depositary as aforesaid, such Global Security shall promptly be
      exchanged in whole for one or more other Global Securities registered in
      the name of the successor Depositary, whereupon such designated successor
      shall be the Depositary for such successor Global Security or Global
      Securities and the provisions of Clauses (1), (2), (3) and (4) of this
      Section shall continue to apply thereto.

              (3) Subject to Clause (2) above and to such applicable provisions,
      if any, as may be specified as contemplated by Section 301, any exchange
      of a Global Security for other Securities may be made in whole or in part,
      and all Securities issued in exchange for a Global Security or any portion
      thereof shall be registered in such names as the Depositary for such
      Global Security shall direct.

              (4) Every Security authenticated and delivered upon registration
      of transfer of, or in exchange for or in lieu of, a Global Security or any
      portion thereof, whether pursuant to this Section, Section 304, 306 or 906
      or otherwise, shall be authenticated and delivered in the form of, and
      shall be, a Global Security, unless such Security is


                                      -42-
<PAGE>   51
         registered in the name of a Person other than the Depositary for such
         Global Security or a nominee thereof.

           In the event that upon any exercise of Warrants evidenced by a
certificate the number of Warrants exercised shall be less than the total number
of Warrants evidenced by such certificate, there shall be issued to the Holder
thereof or his assignee a new certificate evidencing the number of Warrants of
the same series and of like tenor not exercised, provided that in the case of
Warrants evidenced by one or more Global Securities, in lieu of issuing such new
certificate the Trustee shall note the cancellation of such exercised Warrants
and the number of such Warrants not exercised and remaining Outstanding by
notation on such Global Security(ies).

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 number of
Warrants 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
purchaser, the Company shall execute and 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 number of Warrants and bearing a number
not contemporaneously outstanding.

           In case any such mutilated, destroyed, lost or stolen Security has
been or is about to be exercised, or deemed to be exercised, the Company in its
absolute discretion may, instead of issuing a new Security, direct the Trustee
to treat the same as if it had received the Security together with an
irrevocable exercise notice in proper form in respect thereof, as established
with respect to the Securities of such series.

           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 the 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


                                      -43-
<PAGE>   52
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, payment or settlement of mutilated, destroyed, lost or stolen
Securities.


SECTION 307.    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 or delivery of any money or
Warrant Property payable or deliverable with respect to such Security and for
all other purposes whatsoever, whether or not such payment or delivery with
respect to 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.


SECTION 308.    Cancellation.

         All Securities surrendered for exercise, redemption or registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. 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 may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of as
directed by a Company Order; provided, however, that the Trustee shall not be
required to destroy such canceled Securities.


SECTION 309.    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 redemption and that
reliance may be placed only on the other identification


                                      -44-
<PAGE>   53
numbers printed on the Securities. Any such redemption shall not be affected by
any defect in or omission of such numbers.

SECTION 310.    Calculation Agent.

           Pursuant to Section 301, the Company may, in connection with any
series of Securities, appoint Goldman, Sachs & Co., Goldman Sachs International
or any other person or entity as Calculation Agent to make any calculations as
may be required pursuant to the terms of such series of Securities. Any such
Calculation Agent shall act as an independent expert, and the Company may
provide that the Calculation Agent's calculations and determinations under this
Indenture shall, absent manifest error, be final and binding on the Company, the
Trustee and the Holders of the Securities of such series.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.    Satisfaction and Discharge of Indenture.

           This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of exercise, registration of transfer
or exchange of any Security expressly provided for herein or in the terms of
such Security), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

           (1)  either

                (A) all Securities theretofore authenticated and delivered
           (other than (i) Securities which have been destroyed, lost or stolen
           and which have been replaced, paid or settled as provided in Section
           306 and (ii) Securities for whose payment or settlement money or
           Warrant Property has theretofore been deposited in trust or
           segregated and held in trust by the Company and thereafter repaid or
           redelivered to the Company or discharged from such trust, as provided
           in Section 1003) have been delivered to the Trustee for cancellation;
           or

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

                         (i) have been exercised,


                                      -45-
<PAGE>   54
                         (ii) will be automatically exercised at their
                    Expiration Date within one year, or

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

           and the Company, in the case of (i), (ii) or (iii) above, has
           deposited or caused to be deposited with the Trustee as trust funds
           or trust property in trust for the purpose money or Warrant Property
           in an amount sufficient to pay and discharge the entire contractual
           obligation on such Securities not theretofore delivered to the
           Trustee for cancellation, for all amounts of money or Warrant
           Property due with respect to such Securities to the date of such
           deposit or to the Payment or Settlement Date or Redemption Date of
           such Securities, as the case may be;

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

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

           Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Warrant Property shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.


SECTION 402.    Application of Trust Money and Warrant Property.

           Subject to the provisions of the last paragraph of Section 1003, all
money and Warrant Property 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 or delivery, 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 all
amounts of money or Warrant Property due with respect to such Securities for
whose payment or settlement such money or Warrant Property has been deposited
with the Trustee.


                                      -46-
<PAGE>   55
                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.    Events of Default.

           Except as otherwise specified as contemplated by Section 301 for
Securities of any series, "Event of Default", wherever used herein with respect
to any Security 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):

           (1) default in the payment or delivery of any money or Warrant
      Property in respect of such Security (but not such a default in respect of
      any other Security of that or any other series) in accordance with its
      terms; or

           (2) 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 a Security or Securities other
      than such Security), and continuance of such default or breach for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 10% in number of the Outstanding Warrants of that
      series 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

           (3) 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 60 consecutive days (provided that, if any Person becomes
      the successor to the Company pursuant to Article Eight and such Person is
      a corporation, partnership or trust organized and validly existing under
      the law of a jurisdiction outside the United States, each reference in
      this Clause (3) to an applicable Federal or State law of a particular kind
      shall be deemed to refer to such law or any applicable comparable law of
      such non-U.S.


                                                  -47-

<PAGE>   56
      jurisdiction, for as long as such Person is the successor to the Company
      hereunder and is so organized and existing); or

           (4) 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 other 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
      (provided that, if any Person becomes the successor to the Company
      pursuant to Article Eight and such Person is a corporation, partnership or
      trust organized and validly existing under the law of a jurisdiction
      outside the United States, each reference in this Clause (4) to an
      applicable Federal or State law of a particular kind shall be deemed to
      refer to such law or any applicable comparable law of such non-U.S.
      jurisdiction, for as long as such Person is the successor to the Company
      hereunder and is so organized and existing); or

           (5) any other Event of Default provided with respect to such Security
      or to Securities of that series.

      Notwithstanding any other provision of this Indenture or of any Security,
a failure by the Company to perform any obligation or otherwise observe any
covenant in any Security or in this Indenture insofar as it applies to any
Security shall not constitute a default unless all conditions precedent to the
Company's obligation to be satisfied by the Holder of such Security shall have
been satisfied.

SECTION 502.    Collection of Amounts Due and Suits for Enforcement by Trustee.

           The Company covenants that if default is made in the payment or
delivery of any money or Warrant Property in respect of any Security in
accordance with its terms upon satisfaction by the Holder thereof of all
conditions precedent to the Company's obligation to make such payment or
delivery to be satisfied by such Holder, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holder of such Security, the whole
amount of Warrant Property or money then due and payable on such Security and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of


                                      -48-


<PAGE>   57

<PAGE>   58
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If an Event of Default with respect to any Security occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holder of such Security by such appropriate
judicial proceedings as the Trustee shall deem necessary 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 503.    Trustee May File Proofs of Claim.

           In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys, Warrant Property 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 the 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.


           No provision of this Indenture 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 proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


SECTION 504.    Trustee May Enforce Claims Without Possession of Securities.

           All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery


                                      -49-
<PAGE>   59
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 the Holders of the Securities in
respect of which such judgment has been recovered.


SECTION 505.    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 amounts due with respect
to the Securities, 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 on 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; and

         THIRD: To the Company.


SECTION 506.    Limitation on Suits.

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

           (2) the Holders of not less than 25% in number 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 indemnity
      reasonably satisfactory to it 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


                                      -50-
<PAGE>   60
           (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 number 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 507. Unconditional Right of Holders to Receive Money or Warrant Property
Due With Respect to Securities and to Exercise.

           Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment or delivery of the money or Warrant Property due with respect to
such Security on the Payment or Settlement Date (or, in the case of redemption,
on the Redemption Date) of such Security and to exercise such Security in
accordance with its terms, and to institute suit for the enforcement of any such
payment or delivery and such right to exercise, and such rights shall not be
impaired without the consent of such Holder.


SECTION 508.    Restoration of Rights and Remedies.

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


SECTION 509.    Rights and Remedies Cumulative.

           Except as otherwise provided with respect to the replacement, payment
or settlement 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 the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and


                                      -51-
<PAGE>   61
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 510.    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 511.    Control by Holders.

           The Holders of a majority in number of the Outstanding Warrants of
any 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, with respect to the Securities of
such series, provided that

          (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.


SECTION 512.    Waiver of Past Defaults.

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

           (1) in the payment or delivery of the money or Warrant Property due
      on any Security of such series or in respect of any Holder's right to
      exercise any Security, or

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


                                      -52-

<PAGE>   62

             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 513. Undertaking for Costs.

             In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs,
including reasonable attorneys' fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee or in any suit
for the enforcement of the right to exercise any Security in accordance with its
terms.


SECTION 514. Waiver of Usury, 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 usury, 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.


                                  ARTICLE SIX

                                  THE TRUSTEE


SECTION 601. Certain Duties and Responsibilities.

             The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, 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,

                                      -53-
<PAGE>   63
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it. 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.

             If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(2) 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 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:

              (1) 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,
       warrant or other paper or document believed by it to be genuine and to
       have been signed or presented by the proper party or parties;

              (2) 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 shall be sufficiently evidenced by a
       Board Resolution;

              (3) 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;

              (4) the Trustee may consult with counsel of its selection and the
       written advice of such counsel or any Opinion of Counsel shall be full
       and complete authorization and protection in respect of any action taken,
       suffered or omitted by it hereunder in good faith and in reliance
       thereon;

                                      -54-
<PAGE>   64
              (5) 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
       reasonably satisfactory to it against the costs, expenses and liabilities
       which might be incurred by it in compliance with such request or
       direction;

              (6) 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,
       warrant 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;

              (7) 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 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;

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

              (9) the Trustee shall not be deemed to have notice of any default
       or Event of Default unless a Responsible Officer of the Trustee has
       actual knowledge thereof or unless written notice of any event which is
       in fact such a default is received by the Trustee at the Corporate Trust
       Office of the Trustee, and such notice references the Securities and this
       Indenture; and

              (10) the rights, privileges, protections, immunities and benefits
       given to the Trustee, including its rights to be indemnified, are
       extended to, and shall be enforceable by, the Trustee in each of its
       capacities 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 does not assume any 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.

                                      -55-
<PAGE>   65
SECTION 605. May Hold Securities.

             The Trustee, 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, Paying Agent, Security Registrar or such other agent.


SECTION 606. Money or Warrant Property Held in Trust.

             Money or Warrant Property held by the Trustee in trust hereunder
need not be segregated from other funds, securities or other property except to
the extent required by law. The Trustee shall be under no liability for interest
on any money or Warrant Property received by it hereunder except as otherwise
agreed in writing with the Company.


SECTION 607. Compensation and Reimbursement.

             The Company agrees

              (1) to pay to the Trustee from time to time such compensation as
       shall be agreed upon from time to time in writing between the parties 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 reasonable compensation and
       the 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 each of the Trustee or any predecessor Trustee
       for, and to hold it harmless against, any and all losses, liabilities,
       damages, claims or expenses including taxes (other than taxes imposed on
       the income of the Trustee) incurred without negligence or bad faith on
       its 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 itself against any claim (whether asserted by the
       Company, a Holder or any other Person) or liability in connection with
       the exercise or performance of any of its powers or duties hereunder.

                                      -56-
<PAGE>   66
             When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(3) or Section 501(4), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

             The provisions of this Section shall survive the termination of
this Indenture.


SECTION 608. Conflicting Interests.

             If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series, a trustee under the Indenture,
dated as of May 19, 1999, between the Company and the Trustee, as supplemented
or amended, or a trustee under any other indenture, or a fiscal agent under any
other fiscal agency agreement, of the Company.


SECTION 609. Corporate Trustee Required; Eligibility.

             There shall at all times be one (and only one) Trustee hereunder
with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in the Borough of Manhattan, The City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series 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.


SECTION 610. Resignation and Removal; Appointment of Successor.

                                      -57-
<PAGE>   67
             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.

             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 Trustee within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

             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 number of the
Outstanding Warrants of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

             If at any time:

              (1) the Trustee shall fail to comply with Section 608 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, 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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) 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.

             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

                                      -58-
<PAGE>   68
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 shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in number
of the Outstanding Warrants of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, 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.

             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 to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the 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.

             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 money,
Warrant Property and other property held by such retiring Trustee hereunder.

             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

                                      -59-
<PAGE>   69
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 money, Warrant Property and
other property 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.

             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 the first or second preceding paragraph, as the case may be.

             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

                                      -60-
<PAGE>   70
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.

             If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).


                                  ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

             The Company will furnish or cause to be furnished to the Trustee

              (1) semi-annually, not later than May 15 and November 15 in each
       year, a list, in such form as the Trustee may reasonably require, of the
       names and addresses of the Holders of Securities of each series as of the
       immediately preceding May 1 or November 1, as the case may be, and

              (2) 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 as of a date not more than 15 days prior
       to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.


SECTION 702. Preservation of Information; Communications to Holders.

             The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                                      -61-
<PAGE>   71
             The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

             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 any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


SECTION 703. Reports by Trustee.

             The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

             Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than July 1 and shall be dated
as of May 1 in each calendar year, commencing in 2002.

             A copy of each such report shall, at the time of such 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 and
of any delisting thereof.


SECTION 704. Reports by Company.

             The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.



                                      -62-
<PAGE>   72
                                  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, and the Company shall not permit any Person to
consolidate with or merge into the Company, unless:

              (1) in case the Company shall consolidate with or merge into
       another Person or convey, transfer or lease its properties and assets
       substantially as an entirety to any Person, the 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, shall be organized and validly
       existing under the laws of any domestic or foreign jurisdiction 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 or delivery of the money or Warrant Property payable
       or deliverable by the Company with respect to all the Securities in
       accordance with their terms and the performance or observance of every
       covenant of this Indenture on the part of the Company to be performed or
       observed and shall have provided for the right to exercise each Security
       in accordance with its terms;

              (2) immediately after giving effect to such transaction and
       treating any indebtedness which becomes an obligation of the Company or
       any Subsidiary as a result of such transaction as having been incurred by
       the Company or such Subsidiary at the time of such transaction, no Event
       of Default, and no event which, after notice or lapse of time or both,
       would become an Event of Default, shall have happened and be continuing;

              (3) if, as a result of any such consolidation or merger or such
       conveyance, transfer or lease, properties or assets of the Company would
       become subject to a pledge, lien or other similar encumbrance which would
       not be permitted by this Indenture, the Company or such successor Person,
       as the case may be, shall take such steps as shall be necessary
       effectively to secure the Securities equally and ratably with (or prior
       to) all indebtedness or contractual obligations secured thereby; and

              (4) the Company has 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 Substituted.

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<PAGE>   73
             Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company 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 a 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) or to surrender any right or power herein conferred upon the
       Company; or

              (3) to add any additional Events of Default for the benefit of the
       Holders of all or any series of Securities (and if such additional Events
       of Default are to be for the benefit of less than all series of
       Securities, stating that such additional Events of Default are expressly
       being included solely for the benefit of such series); or

              (4) to add to or change any of the provisions of this Indenture to
       such extent as shall be necessary to permit or facilitate the issuance of
       Securities in bearer form,

                                      -64-
<PAGE>   74
       registrable or not registrable, or to permit or facilitate the issuance
       of Securities in uncertificated form; or

              (5) to add to, change or eliminate any of the provisions of this
       Indenture in respect of one or more series of Securities, provided that
       any such addition, change or elimination (A) shall neither (i) apply to
       any Security of any series created prior to the execution of such
       supplemental indenture and entitled to the benefit of such provision nor
       (ii) modify the rights of the Holder of any such Security with respect to
       such provision or (B) shall become effective only when there is no such
       Security Outstanding; or

              (6) to secure the Securities pursuant to the requirements of
       Section 801(3) or Section 1005 or otherwise; or

              (7) to establish the form or terms of Securities of any series as
       permitted by Sections 201 and 301; or

              (8) 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; or

              (9) to add to or change any of the provisions of this Indenture
       with respect to any Securities that by their terms may be exercised for
       securities or other property other than Securities of the same series and
       of like tenor, in order to permit or facilitate the issuance, payment,
       settlement or exercise of such Securities; or

              (10) 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 that such action
       pursuant to this Clause (10) shall not adversely affect the interests of
       the Holders of Securities of any series in any material respect.


SECTION 902. Supplemental Indentures With Consent of Holders.

             With the consent of the Holders of a majority in number of the
Outstanding Warrants of all series affected by such supplemental indenture
(considered together as one class for this purpose), 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

                                      -65-
<PAGE>   75
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 terms of any Security with respect to the Payment
       or Settlement Date or exercise price thereof, or reduce the amount of
       money or reduce the amount or change the kind of Warrant Property payable
       or deliverable upon the exercise thereof or any premium payable upon the
       redemption thereof, or change any Place of Payment where, or the coin or
       currency in which, any Security or any money payable or deliverable upon
       the exercise thereof is payable, or permit the Company to redeem any
       Security if, absent such supplemental indenture, the Company would not be
       permitted to do so, or impair the right to institute suit for the
       enforcement of any such payment or delivery on or after the Payment or
       Settlement Date (or, in the case of redemption, on or after the
       Redemption Date) thereof, or impair the Holder's right to exercise such
       Security on the terms provided therein, or

              (2) if any Security provides that the Holder may require the
       Company to repurchase such Security, impair such Holder's right to
       require repurchase of such Security on the terms provided therein, or

              (3) reduce the percentage in number of the Outstanding Warrants of
       any one or more series (considered separately or together as one class,
       as applicable), 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

              (4) modify any of the provisions of this Section, Section 512 or
       Section 1006, except to increase any such percentage 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 and 901(8).

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.

                                      -66-
<PAGE>   76
             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 or immunities 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.


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.


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.

                                      -67-
<PAGE>   77
                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.      Payment or Delivery of Money or Warrant Property.

             The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the money or Warrant
Property payable or deliverable by the Company 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.

             Subject to the last paragraph of this Section, 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, where Securities may be surrendered upon exercise 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

             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 pursuant to the first
sentence of the preceding paragraph 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.

             With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global
Security may be presented or surrendered for exercise, payment or delivery of
money or Warrant Property due with respect to such Security or registration of
transfer or exchange, or where successor Securities may be delivered in exchange
therefor, provided, however, that any such payment, delivery, presentation or
surrender effected pursuant to the Applicable Procedures of the Depositary

                                      -68-
<PAGE>   78
for such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.


SECTION 1003.      Money and Warrant Property for Securities Payments and
                   Deliveries 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 the Payment or
Settlement Date of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto money or Warrant Property
sufficient to pay or deliver the money or Warrant Property becoming due on such
date until such sums or property shall be paid or delivered 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, it will, prior to the Payment or Settlement Date of the
Securities of that series, deposit with a Paying Agent money or Warrant Property
sufficient to pay or deliver the money or Warrant Property becoming due with
respect to such Securities on such date, such money or Warrant Property to be
held as provided by the Trust Indenture Act, 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) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all money or Warrant Property held in trust by such Paying
Agent for payment in respect of the Securities of that series.

             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
deliver, or by Company Order direct any Paying Agent to pay or deliver, to the
Trustee all money or Warrant Property held in trust by the Company or such
Paying Agent, such money or Warrant Property to be held by the Trustee upon the
same trusts as those upon which such money or Warrant Property were held by the
Company or such Paying Agent; and, upon such payment or delivery by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money or Warrant Property.

                                      -69-
<PAGE>   79
             Any money or Warrant Property deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment or delivery
of the amounts due on any Security of any series in accordance with its terms
and remaining unclaimed for two years after such amounts have become due and
payable or deliverable shall be paid or delivered 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 or delivery thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
or property, 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 or redelivery, may, at the
expense of the Company, cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money or Warrant Property
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 or Warrant Property then remaining will be repaid or redelivered to
the Company.


SECTION 1004.      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, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


SECTION 1005.      Restriction on Certain Liens.

             The Company will not create, assume, incur or guarantee any
indebtedness for borrowed money that is secured by a pledge, lien or other
similar encumbrance (except for Permitted Liens) on the Company's or any
Subsidiary's voting or profit participating equity ownership interests in GS&Co.
(or in any Subsidiary that beneficially owns or holds any such interests in
GS&Co., directly or indirectly), unless the Company also secures the Securities
equally and ratably with (or, at the option of the Company, prior to) the
indebtedness secured thereby.

                                      -70-
<PAGE>   80
SECTION 1006.      Waiver of Certain Covenants.

             Except as otherwise specified as contemplated by Section 301 for
Securities of a specific series, the Company may, with respect to the Securities
of any one or more series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(16), 901(2) or 901(7) for the benefit of the Holders of such series
or in Article Eight or Section 1005 if, before the time for such compliance, the
Holders of a majority in number of the Outstanding Warrants of all series
affected by such waiver (considered together as one class for this purpose)
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
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
term, provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.      Applicability of Article.

             Securities of any series which are redeemable before their
Expiration Date shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.


SECTION 1102.      Election to Redeem; Notice to Trustee.

             The election of the Company to redeem any Securities shall be
established in or pursuant to a Board Resolution or in another manner specified
as contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company
shall, at least 60 days 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 number of Warrants 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.

                                      -71-
<PAGE>   81
SECTION 1103.      Selection by Trustee of Securities to Be Redeemed.

             If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series are to be redeemed or unless such
redemption affects only a single Security), 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, provided that the unredeemed portion of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
are to be redeemed (unless such redemption affects only a single Security), 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 in accordance with the
preceding sentence.

             If any Security selected for partial redemption is exercised in
part before termination of the exercise right with respect to the portion of the
Security so selected, the exercised portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been exercised during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

             The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption as aforesaid and,
in case of any Securities selected for partial redemption as aforesaid, the
amount thereof to be redeemed.

             The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

             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 such Securities which has been or is to be redeemed.


SECTION 1104.      Notice of Redemption.

             Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date (or within such period as otherwise specified as contemplated by
Section 301 for Securities of the relevant Series), to each Holder of Securities
to be redeemed, at his address appearing in the Security Register.

                                      -72-
<PAGE>   82
             All notices of redemption shall identify the Securities to be
redeemed (including CUSIP numbers, if any) and shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,

              (3) if less than all the Outstanding Securities of any series
       consisting of more than a single Security are to be redeemed, the
       identification (and, in the case of partial redemption of any such
       Securities, the amounts) of the particular Securities to be redeemed and,
       if less than all the Outstanding Securities of any series consisting of a
       single Security are to be redeemed, the amount of the particular Security
       to be redeemed,

              (4) that on the Redemption Date the Redemption Price will become
       due and payable upon each such Security to be redeemed,

              (5) the place or places where each such Security is to be
       surrendered for payment of the Redemption Price, and

              (6) if applicable, the terms of exercise, the date on which the
       right to exercise the Security to be redeemed will terminate and the
       place or places where such Securities may be surrendered for exercise.

             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 and shall be
irrevocable.


SECTION 1105.      Deposit of Redemption Price.

             Prior to 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 all the Securities which are to
be redeemed on that date, other than any Securities called for redemption on
that date which have been exercised prior to the date of such deposit.

             If any Security called for redemption is exercised, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

                                      -73-
<PAGE>   83
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. 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.


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 of
like tenor, of any authorized denomination as requested by such Holder, in
number equal to and in exchange for the unredeemed portion of the Security so
surrendered.

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

             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.


                                                   THE GOLDMAN SACHS GROUP, INC.

                                                   By...........................



                                                   THE BANK OF NEW YORK

                                                   By...........................

                                      -74-