<Page>

                                                                 EXHIBIT 4(e)(1)

================================================================================


                        OVERSEAS SHIPHOLDING GROUP, INC.

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                                   ----------

                                    INDENTURE

                            Dated as of March 7, 2003

                                   ----------


================================================================================

<Page>

                        OVERSEAS SHIPHOLDING 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)        .....................................  514
Section 316(a)        .....................................  101
           (a)(1) (A) .....................................  502
                                                             512
           (a)(1) (B) .....................................  513
           (a)(2)     .....................................  Not Applicable
           (b)        .....................................  508
           (c)        .....................................  104
Section 317(a)(1)     .....................................  503
           (a)(2)     .....................................  504
           (b)        .....................................  1003
Section 318(a)        .....................................  107

----------
NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
PART OF THE INDENTURE.
</Table>

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                                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; control.....................................................................   2
               Attributable Debt......................................................................   2
               Authenticating Agent...................................................................   2
               Board of Directors.....................................................................   2
               Board Resolution.......................................................................   2
               Business Day...........................................................................   2
               Capital Stock..........................................................................   3
               Capitalized Lease......................................................................   3
               Capitalized Rentals....................................................................   3
               Change of Control......................................................................   3
               Commission.............................................................................   4
               Common Stock...........................................................................   4
               Company................................................................................   4
               Company Request; Company Order.........................................................   4
               Consolidated Net Tangible Assets.......................................................   4
               Consolidated Net Tangible Assets of the
               Company and its Restricted Subsidiaries................................................   4
               Corporate Trust Office.................................................................   5
               corporation............................................................................   5
               Covenant Defeasance....................................................................   5
               Credit Facilities......................................................................   5
               Debt...................................................................................   5
               Defaulted Interest.....................................................................   5
               Defeasance.............................................................................   5
               Depositary.............................................................................   5
               Event of Default.......................................................................   5
               Exchange Act...........................................................................   5
               Expiration Date........................................................................   5
               Funded Debt............................................................................   5
               Global Security........................................................................   6
               Guaranties.............................................................................   6
               Holder.................................................................................   6
               Incur..................................................................................   6
               Indenture..............................................................................   6
               interest...............................................................................   7
               Interest Payment Date..................................................................   7
               Investment Company Act.................................................................   7
               Maturity...............................................................................   7
               Mortgage...............................................................................   7
               Notice of Default......................................................................   7
               Officers' Certificate..................................................................   7
               Opinion of Counsel.....................................................................   7
               Original Issue Discount Security.......................................................   7
</Table>

                                      - i -
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<Table>
<S>                                                                                                     <C>
               Outstanding............................................................................   7
               Paying Agent...........................................................................   9
               Person.................................................................................   9
               Place of Payment.......................................................................   9
               Predecessor Security...................................................................   9
               Preferred Stock........................................................................   9
               Redemption Date........................................................................   9
               Redemption Price.......................................................................   9
               Regular Record Date....................................................................   9
               Rentals................................................................................   9
               Responsible Officer....................................................................  10
               Restricted Subsidiary..................................................................  10
               Securities.............................................................................  10
               Securities Act.........................................................................  10
               Security Register; Security Registrar..................................................  10
               Special Record Date....................................................................  10
               Stated Maturity........................................................................  10
               Subsidiary.............................................................................  10
               Trust Indenture Act....................................................................  10
               Trustee................................................................................  11
               Unrestricted Subsidiary................................................................  11
               U.S. Government Obligation.............................................................  11
               Vice President.........................................................................  11
               Voting Stock...........................................................................  11

SECTION 102.   Compliance Certificates and Opinions...................................................  11
SECTION 103.   Form of Documents Delivered to Trustee.................................................  12
SECTION 104.   Acts of Holders; Record Dates..........................................................  12
SECTION 105.   Notices, Etc., to Trustee and Company..................................................  15
SECTION 106.   Notice to Holders; Waiver..............................................................  15
SECTION 107.   Conflict with Trust Indenture Act......................................................  16
SECTION 108.   Effect of Headings and Table of Contents...............................................  16
SECTION 109.   Successors and Assigns.................................................................  16
SECTION 110.   Separability Clause....................................................................  16
SECTION 111.   Benefits of Indenture..................................................................  16
SECTION 112.   Governing Law..........................................................................  16
SECTION 113.   Legal Holidays.........................................................................  17
SECTION 114.   No Recourse............................................................................  17

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.   Forms Generally........................................................................  17
SECTION 202.   Form of Face of Security...............................................................  17
SECTION 203.   Form of Reverse of Security............................................................  20
SECTION 204.   Form of Legend for Global Securities...................................................  24
SECTION 205.   Form of Trustee's Certificate of Authentication........................................  24

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series...................................................  25
SECTION 302.   Denominations..........................................................................  27
</Table>

                                     - ii -
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<Table>
<S>                                                                                                     <C>
SECTION 303.   Execution, Authentication, Delivery and Dating.........................................  28
SECTION 304.   Temporary Securities...................................................................  29
SECTION 305.   Registration, Registration of Transfer
                  and Exchange........................................................................  30
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.......................................  32
SECTION 307.   Payment of Interest; Interest Rights Preserved.........................................  33
SECTION 308.   Persons Deemed Owners..................................................................  35
SECTION 309.   Cancellation...........................................................................  35
SECTION 310.   Computation of Interest................................................................  35

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture................................................  35
SECTION 402.   Application of Trust Money.............................................................  37

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.   Events of Default......................................................................  37
SECTION 502.   Acceleration of Maturity; Rescission and
                  Annulment...........................................................................  39
SECTION 503.   Collection of Indebtedness and Suits for
                  Enforcement by Trustee..............................................................  40
SECTION 504.   Trustee May File Proofs of Claim.......................................................  41
SECTION 505.   Trustee May Enforce Claims Without
                  Possession of Securities............................................................  42
SECTION 506.   Application of Money Collected.........................................................  42
SECTION 507.   Limitation on Suits....................................................................  42
SECTION 508.   Unconditional Right of Holders to Receive
                  Principal, Premium and Interest.....................................................  43
SECTION 509.   Restoration of Rights and Remedies.....................................................  43
SECTION 510.   Rights and Remedies Cumulative.........................................................  44
SECTION 511.   Delay or Omission Not Waiver...........................................................  44
SECTION 512.   Control by Holders.....................................................................  44
SECTION 513.   Waiver of Past Defaults................................................................  44
SECTION 514.   Undertaking for Costs..................................................................  45
SECTION 515.   Waiver of Usury, Stay or Extension Laws................................................  45

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities....................................................  45
SECTION 602.   Notice of Defaults.....................................................................  46
SECTION 603.   Certain Rights of Trustee..............................................................  46
SECTION 604.   Not Responsible for Recitals or Issuance
                  of Securities.......................................................................  47
SECTION 605.   May Hold Securities....................................................................  47
SECTION 606.   Money Held in Trust....................................................................  47
SECTION 607.   Compensation and Reimbursement.........................................................  48
SECTION 608.   Conflicting Interests..................................................................  49
</Table>

                                     - iii -
<Page>

<Table>
<S>                                                                                                     <C>
SECTION 609.   Corporate Trustee Required; Eligibility................................................  49
SECTION 610.   Resignation and Removal; Appointment of
                  Successor...........................................................................  49
SECTION 611.   Acceptance of Appointment by Successor.................................................  51
SECTION 612.   Merger, Conversion, Consolidation or
                  Succession to Business..............................................................  52
SECTION 613.   Preferential Collection of Claims Against
                  Company.............................................................................  53
SECTION 614.   Appointment of Authenticating Agent....................................................  53

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and
                  Addresses of Holders................................................................  55
SECTION 702.   Preservation of Information; Communications
                  to Holders..........................................................................  55
SECTION 703.   Reports by Trustee.....................................................................  56
SECTION 704.   Reports by Company.....................................................................  56

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.   Company May Consolidate, Etc., Only
                  on Certain Terms....................................................................  56
SECTION 802.   Successor Substituted..................................................................  59

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent
                  of Holders..........................................................................  59
SECTION 902.   Supplemental Indentures With Consent of Holders........................................  61
SECTION 903.   Execution of Supplemental Indentures...................................................  62
SECTION 904.   Effect of Supplemental Indentures......................................................  62
SECTION 905.   Conformity with Trust Indenture Act....................................................  62
SECTION 906.   Reference in Securities to Supplemental
                  Indentures..........................................................................  62

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.............................................  63
SECTION 1002.  Maintenance of Office or Agency........................................................  63
SECTION 1003.  Money for Securities Payments to Be Held
                  in Trust............................................................................  63
SECTION 1004.  Statement by Officers as to Default....................................................  64
SECTION 1005.  Existence .............................................................................  65
SECTION 1006.  Maintenance of Properties..............................................................  65
</Table>

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<Table>
<S>                                                                                                     <C>
SECTION 1007.  Insurance .............................................................................  65
SECTION 1008.  Payment of Taxes and Other Claims......................................................  65
SECTION 1009.  Limitation on Liens....................................................................  66
SECTION 1010.  Limitation on Sales and Leasebacks.....................................................  67
SECTION 1011.  Limitation on Incurrence of Indebtedness
                  by Restricted Subsidiaries..........................................................  68
SECTION 1012.  Restricted Subsidiaries................................................................  69
SECTION 1013.  Offer to Repurchase Upon a Change of Control...........................................  70
SECTION 1014.  Waiver of Certain Covenants............................................................  72

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article...............................................................  72
SECTION 1102.  Election to Redeem; Notice to Trustee..................................................  73
SECTION 1103.  Selection by Trustee of Securities to
                  Be Redeemed.........................................................................  73
SECTION 1104.  Notice of Redemption...................................................................  74
SECTION 1105.  Deposit of Redemption Price............................................................  74
SECTION 1106.  Securities Payable on Redemption Date..................................................  75
SECTION 1107.  Securities Redeemed in Part............................................................  75

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  Applicability of Article...............................................................  75
SECTION 1202.  Satisfaction of Sinking Fund Payments
                  with Securities.....................................................................  76
SECTION 1203.  Redemption of Securities for Sinking Fund..............................................  76


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or
                  Covenant Defeasance.................................................................  77
SECTION 1302.  Defeasance and Discharge...............................................................  77
SECTION 1303.  Covenant Defeasance....................................................................  77
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance........................................  78
SECTION 1305.  Deposited Money and U.S. Government Obligations
                  to Be Held in Trust; Miscellaneous Provisions.......................................  80
SECTION 1306.  Reinstatement..........................................................................  81

Testimonium ..........................................................................................  81
Signatures and Seals .................................................................................  81
Acknowledgements .....................................................................................  82
</Table>

Exhibit A -- Form of IAI Certificate
Exhibit B - Form of Regulation S Certificate

NOTE: THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A PART
OF THE INDENTURE.

                                      - v -
<Page>

        INDENTURE, dated as of March 7, 2003, between Overseas Shipholding
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
511 Fifth Avenue, New York, New York 10017, and Wilmington Trust Company, a
Delaware 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 unsecured
debentures, notes or other evidences of indebtedness (herein 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 agreement of the
Company, in accordance with its terms, have been done.

        NOW, THEREFOR, 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,
   and, except as otherwise herein expressly provided, the term "generally
   accepted accounting principles" with respect to any computation required or
   permitted hereunder shall mean such accounting principles as are generally
   accepted at the date of such computation;

<Page>

        (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; and

        (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.

        "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.

        "Attributable Debt" of a Person means, as to any sale and leaseback
transaction relating to any property or assets under which any Person is at the
time liable and which is not permitted under Section 1010(2), at any date as of
which the amount thereof is to be determined, the lesser of (i) the fair market
value of the assets subject to such transaction as determined by any two of the
Chairman of the Board of the Company, its President, any Executive or Senior
Vice President of the Company, its Chief Financial Officer, its Treasurer and
its Controller or (ii) the total net amount of Rentals required to be paid by
such Person under such lease during the remaining term thereof, discounted from
the respective due dates thereof to such date at a rate per annum equal to the
discount rate which would be applicable to a capital lease obligation with like
term in accordance with generally accepted accounting principles.

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

        "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
(including the Corporate Trust Office), 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.

                                      - 2 -
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        "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

        "Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a balance sheet of the lessee
in accordance with generally accepted accounting principles.

        "Capitalized Rentals" of any Person means as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a balance sheet of such Person in
accordance with generally accepted accounting principles.

        "Change of Control" means the occurrence of any of the following events:

        (1)  any "person" (as such term is used in Sections 13(d) and 14(d) of
             the Exchange Act) is or becomes the "beneficial owner" (as defined
             in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
             purposes of this clause (1) such person shall be deemed to have
             "beneficial ownership" of all shares that any such person has the
             right to acquire, whether such right is exercisable immediately or
             only after the passage of time), directly or indirectly, of more
             than 50% of the total voting power of the Voting Stock of the
             Company;

        (2)  individuals who on the date of original issuance of the Securities
             constituted the Board of Directors (together with any new directors
             whose election by such Board of Directors or whose nomination for
             election by the stockholders of the Company was approved by a vote
             of a majority of the directors of the Company then still in office
             who were either directors on the date of original issuance or whose
             election or nomination for election was previously so approved)
             cease for any reason to constitute a majority of the Board of
             Directors then in office;

        (3)  the adoption of a plan relating to the liquidation or dissolution
             of the Company; or

        (4)  the merger or consolidation of the Company with or into another
             Person or the merger of another Person with or into the Company, or
             the sale of all or substantially all the assets of the Company
             (determined on a consolidated basis) to another Person other than a
             transaction following which (A) in the case of a merger or
             consolidation transaction, holders of securities that represented
             100% of the Voting Stock of the Company immediately prior to such

                                      - 3 -
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             transaction (or other securities into which such securities are
             converted as part of such merger or consolidation transaction) own
             directly or indirectly at least a majority of the voting power of
             the Voting Stock of the surviving Person in such merger or
             consolidation transaction immediately after such transaction and
             (B) in the case of a sale of assets transaction, each transferee
             becomes an obligor in respect of the Securities and a Subsidiary of
             the transferor of such assets.

        "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.

        "Common Stock" means with respect to any Person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether or not
outstanding on the date of original issuance of the Securities, and includes,
without limitation, all series and classes of such common stock.

        "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 its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Controller,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

        "Consolidated Net Tangible Assets of the Company and its Restricted
Subsidiaries" means the aggregate amount of assets (less applicable reserves and
other properly deductible items) after deducting therefrom (a) all current
liabilities (excluding any thereof constituting Funded Debt) and (b) all
goodwill, trade names, trademarks, patents, copyrights, franchises, experimental
expense, organization expense, unamortized debt discount and expenses, deferred
charges (other than unamortized deferred dry dock costs, unterminated voyage
expenses, prepaid insurance, prepaid taxes, prepaid charter hire and other
prepaid items properly excludable from intangibles under generally accepted
accounting principles) and other like intangibles, all as set forth on or
included in the most recent consolidated balance sheet of the Company and its
Restricted Subsidiaries, such balance sheet to be prepared (except for the
exclusion of Subsidiaries which are not Restricted Subsidiaries) in accordance
with generally accepted accounting principles.

                                      - 4 -
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        "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which at the date hereof is Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890.

        "corporation" means a corporation, association, company, joint-stock
company or business trust.

        "Covenant Defeasance" has the meaning specified in Section 1303.

        "Credit Facilities" means (a) the Credit Agreement dated as of April 18,
2000, among the Company, certain of its Subsidiaries, Den Norske Bank, as
facility agent and arranger, and the other banks party thereto, (b) the Credit
Agreement dated as of December 12, 2001, among the Company, certain of its
Subsidiaries, JPMorgan Chase Bank, as administrative agent and lender, and the
other banks party thereto, and (c) the Credit Agreement dated as of February 28,
2002, among the Company, certain of its Subsidiaries and The Bank of Nova
Scotia, in each case as may be amended from time to time.

        "Debt" of a Person means, without duplication, (i) any indebtedness for
money borrowed, whether or not evidenced by notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed, (ii) all Capitalized
Rentals of such Person (other than Rentals owing from the Company or any
Restricted Subsidiary to the Company or another Restricted Subsidiary), and
(iii) all Guaranties by such Person of any obligation described in clause (i) or
(ii) of any other Person (other than any such obligation of the Company or any
Subsidiary).

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

        "Defeasance" has the meaning specified in Section 1302.

        "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
registered under the Exchange Act 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" has the meaning specified in Section 104.

        "Funded Debt" means all Debt having (a) a maturity of more than 12
months from the date as of which the amount thereof is to be determined or (b) a
maturity of less than 12 months and that

                                      - 5 -
<Page>

is (i) by its terms renewable or extendable beyond 12 months from such date at
the option of the borrower or (ii) included in long-term Debt on the
consolidated balance sheet of the Company in accordance with generally accepted
accounting principles.

        "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

        "Guaranties" by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any indebtedness, dividend or other obligation of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person: (i) to purchase such indebtedness or obligation or
any property or assets constituting security therefor, (ii) to advance or supply
funds (x) for the purchase or payment of such indebtedness or obligation, (y) to
maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such indebtedness
or obligation, (iii) to lease property or to purchase securities or other
property or services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of the primary obligor to make payment
of the indebtedness or obligation, or (iv) otherwise to assure the owner of the
indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Indenture, a
Guaranty in respect of any indebtedness for borrowed money shall be deemed to be
indebtedness equal to the principal amount of such indebtedness for borrowed
money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

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

        "Incur", with respect to any Debt, means to incur, create, issue,
assume, guarantee or otherwise become liable for any such Debt (and
"Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing).

        "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

                                      - 6 -
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of particular series of Securities established as contemplated by Section 301.

        "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

        "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

        "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

        "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

        "Mortgage" means any pledge of, conditional sale or other title
retention of, or mortgage or other lien or security interest or encumbrance of
any kind on, any property or assets owned or leased by the Company or any
Subsidiary, or any shares of stock or Debt of any Subsidiary.

        "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

        "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Controller, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. 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 (whether inside counsel or outside counsel).

        "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

                                      - 7 -
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        (2)  Securities for whose payment or redemption money in the necessary
   amount has been theretofore deposited with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by the
   Company (if the Company shall act as its own Paying Agent) for the Holders of
   such Securities; provided that, if such Securities are to be redeemed, notice
   of such redemption has been duly given pursuant to this Indenture or
   provision therefor satisfactory to the Trustee has been made;

        (3)  Securities as to which Defeasance has been effected pursuant to
   Section 1302; and

        (4)  Securities which have been paid pursuant to Section 306 or in
   exchange for or in lieu of which other Securities have been authenticated and
   delivered pursuant to this Indenture, other than any such Securities in
   respect of which there shall have been presented to the Trustee proof
   satisfactory to it that such Securities are held by a bona fide purchaser in
   whose hands such Securities are valid obligations of the Company; provided,
   however, that in determining whether the Holders of the requisite principal
   amount of the Outstanding Securities have given, made or taken any request,
   demand, authorization, direction, notice, consent, waiver or other action
   hereunder as of any date, (A) the principal amount of an Original Issue
   Discount Security which shall be deemed to be Outstanding shall be the amount
   of the principal thereof which would be due and payable as of such date upon
   acceleration of the Maturity thereof to such date pursuant to Section 502,
   (B) if, as of such date, the principal amount payable at the Stated Maturity
   of a Security is not determinable, the principal amount of such Security
   which shall be deemed to be Outstanding shall be the amount as specified or
   determined as contemplated by Section 301, (C) the principal amount of a
   Security denominated in one or more foreign currencies or currency units
   which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
   determined as of such date in the manner provided as contemplated by Section
   301, of the principal amount of such Security (or, in the case of a Security
   described in Clause (A) or (B) above, of the amount determined as provided in
   such Clause), and (D) 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 the Trustee knows to be so owned shall be so
   disregarded. Securities so owned which have been pledged in good faith may be
   regarded as Outstanding if the pledgee establishes to the satisfaction of the
   Trustee the pledgee's right so to act with respect to such Securities and
   that the pledgee is not the Company or any other obligor upon the Securities
   or any Affiliate of the Company or of such other obligor.

                                      - 8 -
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        "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

        "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, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

        "Preferred Stock" means, as applied to the Capital Stock of any Person,
the Capital Stock of such Person (other than the Common Stock of such Person) of
any class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of such Person, to shares of Capital
Stock of any other class of such Person.

        "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.

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

        "Rentals" means, as of the date of any determination thereof, all rent
payable by the lessee under a lease of any property or assets, after excluding
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges. Rents under any "percentage
leases" shall be computed solely on the basis of minimum rents, if any, required
to be paid by the lessee regardless of sales volume or gross revenues. In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

                                      - 9 -
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        "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

        "Restricted Subsidiary" means any Subsidiary existing on the date hereof
and any Subsidiary existing, created or acquired subsequent to the date hereof
unless designated by the Board of Directors as an Unrestricted Subsidiary in
accordance with Section 1012.

        "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.

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

        "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

        "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

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

                                     - 10 -
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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.

        "Unrestricted Subsidiary" means any Subsidiary that is not a Restricted
Subsidiary.

        "U.S. Government Obligation" has the meaning specified in Section 1304.

        "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".

        "Voting Stock" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
Board of Directors or other governing body of such Person.

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 opinions as may be required under the Trust
Indenture Act. 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 (except for certificates provided for
in Section 1004) 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;

                                     - 11 -
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        (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 counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 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

                                     - 12 -
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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 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 Expiration Date
by Holders of the requisite principal amount of Outstanding Securities 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 cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the

                                     - 13 -
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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
Expiration 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 declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, 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
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities 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 cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities 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
Expiration 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 "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration 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 Expiration Date. If an Expiration 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 Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

                                     - 14 -
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        Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

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
   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 to the attention of its Secretary 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 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

                                     - 15 -
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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.

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.

        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.  GOVERNING LAW.

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

                                     - 16 -
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SECTION 113.  LEGAL HOLIDAYS.

        In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

SECTION 114.  NO RECOURSE.

        A director, officer, employee, stockholder or Affiliate, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture. Each Holder by accepting a Security waives and
releases all such liability; provided, however, that nothing in this Section
shall be deemed to relieve any Person referred to herein for any liability
imposed by the Securities Act or the Trust Indenture Act.

                                   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

                                     - 17 -
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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 SECURITY.

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

                        OVERSEAS SHIPHOLDING GROUP, INC.

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

No. ___________                                                    $ __________

        Overseas Shipholding Group, Inc., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ____________________________________,
or registered assigns, the principal sum of
___________________________________________ Dollars on
______________________________________________ [if the Security is to bear
interest prior to Maturity, insert --, and to pay interest thereon from
______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _____________ and
____________ in each year, commencing _________, at the rate of ____% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert --, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ___% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ________ or
________ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such

                                     - 18 -
<Page>

notice as may be required by such exchange, all as more fully provided in said
Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of _____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]]

        Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable, insert
--; provided, however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

        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.

        In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                                Overseas Shipholding Group, Inc.

                                                --------------------------------
Attest:

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

                                     - 19 -
<Page>

SECTION 203.  FORM OF REVERSE OF SECURITY.

        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 ______ ___, 200_ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and _______________, 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 aggregate principal amount to $____________].

        [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year _______ and ending with
the year _________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] 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 (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before ________________, ____%, and if redeemed] during the 12-month period
beginning _____________ of the years indicated,

<Table>
<Caption>
                Redemption                         Redemption
    Year          Price               Year           Price
    ----        ----------            ----         ----------
    <S>         <C>                   <C>          <C>
</Table>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

        [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on _______________ in
any year commencing with the year ____ and

                                     - 20 -
<Page>

ending with the year _____ through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert -- on or after ______________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning _____________ of the years indicated,

<Table>
<Caption>
                     Redemption Price
                      For Redemption               Redemption Price For
                     Through Operation             Redemption Otherwise
                          of the                  Than Through Operation
        Year           Sinking Fund                of the Sinking Fund
        ----         -----------------            ----------------------
        <S>          <C>                          <C>
</Table>

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

        [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ______________, redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than ______% per annum.]

        [If applicable, insert -- The sinking fund for this series provides for
the redemption on _______________ in each year beginning with the year
__________ and ending with the year _____ of [if applicable, insert -- not less
than $___________ ("mandatory sinking fund") and not more than] $___________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert -- mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise
required to be made [if applicable, insert -- , in the inverse order in which
they become due].]

                                     - 21 -
<Page>

        [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 and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

        [If applicable, insert paragraph regarding subordination of the
Security.]

        [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

        [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

        [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

          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 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and 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.

                                     - 22 -
<Page>

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

        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 the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, 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 where the principal of and any
premium and interest on this Security are payable, 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
aggregate principal amount, will be issued to the designated transferee or
transferees.

        The Securities of this series are issuable only in registered form
without coupons in denominations of $_______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities 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.

                                     - 23 -
<Page>

        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 this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

SECTION 204.  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 205.  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 therein referred
to in the within-mentioned Indenture.

                                                 Wilmington Trust Company,

                                                                      As Trustee

                                                 By
                                                      --------------------------
                                                          Authorized Officer

                                     - 24 -
<Page>

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

        The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

        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 Securities of any other series);

        (2)  any limit upon the aggregate principal amount of the Securities of
   the series which may be authenticated and delivered under this Indenture
   (except for Securities authenticated and delivered upon registration of
   transfer of, or in exchange for, or in lieu of, other Securities of the
   series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
   Securities which, pursuant to Section 303, are deemed never to have been
   authenticated and delivered hereunder);

        (3)  the Person to whom any interest on a Security of the series shall
   be payable, if other than the Person in whose name that Security (or one or
   more Predecessor Securities) is registered at the close of business on the
   Regular Record Date for such interest;

        (4)  the date or dates on which the principal of any Securities of the
   series is payable;

        (5)  the rate or rates at which any Securities of the series shall bear
   interest, if any, the date or dates from which any such interest shall
   accrue, the Interest Payment Dates on which any such interest shall be
   payable and the Regular Record Date for any such interest payable on any
   Interest Payment Date;

        (6)  the place or places where the principal of and any premium and
   interest on any Securities of the series shall be payable;

        (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;

                                     - 25 -
<Page>

        (8)  the obligation, if any, of the Company to redeem or purchase any
   Securities of the series pursuant to any sinking fund or analogous provisions
   or at the option of the Holder thereof and the period or periods within
   which, the price or prices at which and the terms and conditions upon which
   any Securities of the series shall be redeemed or purchased, in whole or in
   part, pursuant to such obligation;

        (9)  if other than denominations of $1,000 and any integral multiple
   thereof, the denominations in which any Securities of the series shall be
   issuable;

        (10) if the amount of principal of or any premium or interest on any
   Securities of the series may be determined with reference to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;

        (11) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or any
   premium or interest on any Securities of the series shall be payable and the
   manner of determining the equivalent thereof in the currency of the United
   States of America for any purpose, including for purposes of the definition
   of "Outstanding" in Section 101;

        (12) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or those
   in which such Securities are stated to be payable, the currency, currencies
   or currency units in which the principal of or any premium or interest on
   such Securities as to which such election is made shall be payable, the
   periods within which and the terms and conditions upon which such election is
   to be made and the amount so payable (or the manner in which such amount
   shall be determined);

        (13) if other than the entire principal amount thereof, the portion of
   the principal amount of any Securities of the series which shall be payable
   upon declaration of acceleration of the Maturity thereof pursuant to Section
   502;

        (14) if the principal amount payable at the Stated Maturity of any
   Securities of the series will not be determinable as of any one or more dates
   prior to the Stated Maturity, the amount which shall be deemed to be the
   principal amount of such Securities as of any such date for any purpose
   thereunder or hereunder, including the principal amount thereof which shall
   be due and payable upon any Maturity other than the Stated Maturity or which
   shall be deemed to be Outstanding as of any date prior to the Stated Maturity
   (or, in any such case, the manner in which such amount deemed to be the
   principal amount shall be determined);

                                     - 26 -
<Page>

        (15) if applicable, that the Securities of the series, in whole or any
   specified part, shall be defeasible pursuant to Section 1302 or Section 1303
   or both such Sections and, if other than by a Board Resolution, the manner in
   which any election by the Company to defease such Securities shall be
   evidenced;

        (16) 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 204 and any circumstances
   in addition to or in lieu of those 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;

        (17) any addition to or change in the Events of Default which applies to
   any Securities of the series and any change in the right of the Trustee or
   the requisite Holders of such Securities to declare the principal amount
   thereof due and payable pursuant to Section 502;

        (18) any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series; and

        (19) any other terms 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.

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

                                     - 27 -
<Page>

of any series, the Securities of such series shall be issuable in denominations
of $1,000 and any integral multiple thereof.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

        The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

        Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. 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.

                                     - 28 -
<Page>

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 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

                                     - 29 -
<Page>

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 and of like tenor and aggregate principal amount. 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 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 principal amount.

        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 principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

        All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

        Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                                     - 30 -
<Page>

        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, 906 or 1107 not involving any transfer.

        If the Securities of any series (or of any series and specified tenor)
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 (or of that
series and specified tenor, as the case may be) 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 (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.

        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, 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 (i) has notified the Company
   that it 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) there shall exist such
   circumstances, if any, in addition to or in lieu of the foregoing as have
   been specified for this purpose as contemplated by Section 301.

        (3)  Subject to Clause (2) above, 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, 906 or
   1107 or otherwise, shall

                                     - 31 -
<Page>

   be authenticated and delivered in the form of, and shall be, a Global
   Security, unless such Security is registered in the name of a Person other
   than the Depositary for such Global Security or a nominee thereof.

        The following provisions shall apply with respect to any proposed
transfer of a Security (other than a Security the resale of which has been
registered or which has been exchanged for a Security pursuant to an exchange
offer registration statement) or a beneficial interest therein prior to the date
which is two years after the later of the date of its original issue and the
last date on which the Company or any affiliate of the Company was the owner of
such Security (or any predecessor thereto) (the "Resale Restriction Termination
Date"):

        (1)  a transfer of a Security or a beneficial interest therein to a
   "qualified institutional buyer", as defined in Rule 144A under the Securities
   Act ("Rule 144A"), shall be made upon the representation of the transferee in
   the form as set forth on the reverse of the Security that it is purchasing
   for its own account or an account with respect to which it exercises sole
   investment discretion and that it and any such account is a "qualified
   institutional buyer" within the meaning of Rule 144A and is aware that the
   sale to it is being made in reliance on Rule 144A and acknowledges that it
   has received such information regarding the Company as the undersigned has
   requested pursuant to Rule 144A or has determined not to request such
   information and that it is aware that the transferor is relying upon its
   foregoing representations in order to claim the exemption from registration
   provided by Rule 144A;

        (2)  a transfer of a Security or a beneficial interest therein to an
   institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3)
   or (7) under the Securities Act) shall be made upon receipt by the Trustee or
   its agent of a certificate substantially in the form set forth in Exhibit A
   hereto from the proposed transferee and, if requested by the Company, the
   delivery of an opinion of counsel, certification and/or other information
   satisfactory to it; and

        (3)  a transfer of a Security or a beneficial interest therein to a
   person who is not a U.S. person, as defined in Regulation S under the
   Securities Act ("Registration S"), in reliance upon Regulation S shall be
   made upon receipt by the Trustee or its agent of a certificate substantially
   in the form set forth in Exhibit B hereto from the proposed transferee and,
   if requested by the Company, the delivery of an opinion of counsel,
   certification and/or other information satisfactory to it.

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

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deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

        If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
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 principal amount and bearing a number
not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including 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 enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

        Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

        Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record

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Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below:

        (1)  The Company may elect to make payment of any Defaulted Interest to
   the Persons in whose names the Securities of such series (or their respective
   Predecessor Securities) are registered at the close of business on a Special
   Record Date for the payment of such Defaulted Interest, which shall be fixed
   in the following manner. The Company shall notify the Trustee in writing of
   the amount of Defaulted Interest proposed to be paid on each Security of such
   series and the date of the proposed payment, and at the same time the Company
   shall deposit with the Trustee an amount of money equal to the aggregate
   amount proposed to be paid in respect of such Defaulted Interest or shall
   make arrangements satisfactory to the Trustee for such deposit prior to the
   date of the proposed payment, such money when deposited to be held in trust
   for the benefit of the Persons entitled to such Defaulted Interest as in this
   Clause provided. Thereupon the Trustee shall fix a Special Record Date for
   the payment of such Defaulted Interest which shall be not more than 15 days
   and not less than 10 days prior to the date of the proposed payment and not
   less than 10 days after the receipt by the Trustee of the notice of the
   proposed payment. The Trustee shall promptly notify the Company of such
   Special Record Date and, in the name and at the expense of the Company, shall
   cause notice of the proposed payment of such Defaulted Interest and the
   Special Record Date therefor to be given to each Holder of Securities of such
   series in the manner set forth in Section 106, not less than 10 days prior to
   such Special Record Date. Notice of the proposed payment of such Defaulted
   Interest and the Special Record Date therefor having been so mailed, such
   Defaulted Interest shall be paid to the Persons in whose names the Securities
   of such series (or their respective Predecessor Securities) are registered at
   the close of business on such Special Record Date and shall no longer be
   payable pursuant to the following Clause (2).

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

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

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SECTION 308.  PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309.  CANCELLATION.

        All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled 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 cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

SECTION 310.  COMPUTATION OF INTEREST.

        Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  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 registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall

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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 or paid as provided in Section 306 and (ii) Securities
     for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 1003) have
     been delivered to the Trustee for cancellation; or

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

                  (i)   have become due and payable, or

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

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

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose money in an amount sufficient to pay and discharge the entire
     indebtedness on such Securities not theretofore delivered to the Trustee
     for cancellation, for principal and any premium and interest to the date of
     such deposit (in the case of Securities which have become due and payable)
     or to the Stated Maturity or Redemption Date, 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, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money 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.

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SECTION 402.  APPLICATION OF TRUST MONEY.

        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  EVENTS OF DEFAULT.

        "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

        (1)  default in the payment of any interest upon any Security of that
   series when it becomes due and payable, and continuance of such default for a
   period of 30 days; or

        (2)  default in the payment of the principal of or any premium on any
   Security of that series at its Maturity; or

        (3)  default in the deposit of any sinking fund payment, when and as due
   by the terms of a Security of that series; or

        (4)  default in the payment of the principal of (or any premium on) and
   any interest upon any Security required to be purchased upon the occurrence
   of a Change of Control, when and as due by the terms of a Security of that
   series; or

        (5)  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 series of Securities other than that
   series), and continuance of such default or breach for a period of 30 days
   after there has been given, by registered or certified mail, to the Company
   by the Trustee or to the Company and the Trustee by the Holders of at least
   25% in principal amount of the Outstanding Securities of that series a
   written notice specifying such default or breach and requiring it to be

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   remedied and stating that such notice is a "Notice of Default" hereunder; or

        (6)  a default under any bond, debenture, note or other evidence of
   indebtedness for money borrowed by the Company or any Restricted Subsidiary
   (including a default with respect to Securities of any series other than that
   series) having an aggregate principal amount outstanding of at least
   $10,000,000, or under any Mortgage, indenture or instrument (including this
   Indenture) under which there may be issued or by which there may be secured
   or evidenced any indebtedness for money borrowed by the Company or any
   Restricted Subsidiary having an aggregate principal amount outstanding of at
   least $10,000,000, whether such indebtedness now exists or shall hereafter be
   created, which default shall have resulted in such indebtedness becoming or
   being declared due and payable prior to the date on which it would otherwise
   have become due and payable, without such indebtedness having been
   discharged, or such acceleration having been rescinded or annulled, within a
   period of 10 days after there shall have been given, by registered or
   certified mail, to the Company by the Trustee or to the Company and the
   Trustee by the Holders of at least 25% in principal amount of the Outstanding
   Securities of that series a written notice specifying such default and
   requiring the Company to cause such indebtedness to be discharged or cause
   such acceleration to be rescinded or annulled, as the case may be, and
   stating that such notice is a "Notice of Default" hereunder; provided,
   however, that, subject to the provisions of Sections 601 and 602, the Trustee
   shall not be deemed to have knowledge of such default unless either (A) a
   Responsible Officer of the Trustee shall have actual knowledge of such
   default or (B) the Trustee shall have received written notice thereof from
   the Company, from any Holder, from the holder of any such indebtedness or
   from the trustee under any such mortgage, indenture or other instrument; or

        (7)  any final judgment or order (not covered by insurance) for the
   payment of money in excess of $10,000,000 individually or $20,000,000 in the
   aggregate for all such final judgments or orders against all such Persons
   (treating any deductibles, self-insurance or retention as not so covered)
   shall be rendered against the Company or any Subsidiary and shall not be paid
   or discharged, and there shall be any period of 60 consecutive days following
   entry of the final judgment or order in excess of $10,000,000 individually or
   that causes the aggregate amount for all such final judgments or orders
   outstanding and not paid or discharged against all such Persons to exceed
   $20,000,000 during which a stay of enforcement of such final judgment or
   order, by reason of a pending appeal or otherwise, shall not be in effect; or

        (8)  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

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   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; or

        (9)  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; or

        (10) any other Event of Default provided with respect to Securities of
   that series.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        If an Event of Default (other than an Event of Default specified in
Section 501(8) or 501(9)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(8)
or 501(9) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be

                                     - 39 -
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specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

             (A)  all overdue interest on all Securities of that series,

             (B)  the principal of (and premium, if any, on) any Securities of
     that series which have become due otherwise than by such declaration of
     acceleration and any interest thereon at the rate or rates prescribed
     therefor in such Securities,

             (C)  to the extent that payment of such interest is lawful,
      interest upon overdue interest at the rate or rates prescribed therefor in
      such Securities, and

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

        (2)  all Events of Default with respect to Securities of that series,
   other than the non-payment of the principal of Securities of that series
   which have become due solely by such declaration of acceleration, have been
   cured or waived as provided in Section 513.

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

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

        The Company covenants that if

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

        (2)  default is made in the payment of the principal of (or premium, if
   any, on) any Security at the Maturity thereof,

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the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

        In case of 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 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.

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SECTION 505.  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 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 506.  APPLICATION OF MONEY COLLECTED.

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

        First:  To the payment of all amounts due the Trustee under Section 607;
   and

        Second:  To the payment of the amounts then due and unpaid for principal
   of and any premium and interest 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 for principal and any premium and interest, respectively.

SECTION 507.  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 principal amount of the
   Outstanding Securities of that series shall have made written request to the
   Trustee to institute proceedings in respect of such Event of Default in its
   own name as Trustee hereunder;

                                     - 42 -
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        (3)  such Holder or Holders have offered to the Trustee reasonable
   indemnity against the costs, expenses and liabilities to be incurred in
   compliance with such request;

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

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

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

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

        Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509.  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.

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SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

        Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to 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 remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.  CONTROL BY HOLDERS.

        The Holders of a majority in principal amount of the Outstanding
Securities 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 513.  WAIVER OF PAST DEFAULTS.

        The Holders of not less than a majority in principal amount of the
Outstanding Securities 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 of the principal of or any premium or interest on
   any Security of such series, or

        (2)  in respect of a covenant or provision hereof which under Article
   Nine cannot be modified or amended without the

                                     - 44 -
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   consent of the Holder of each Outstanding Security of such series affected.

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

SECTION 514.  UNDERTAKING FOR COSTS.

        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 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.

SECTION 515.  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, 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

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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(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event 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, bond, debenture, note,
   other evidence of indebtedness or other paper or document believed by it to
   be genuine and to have been signed or presented by the proper party or
   parties;

        (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 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;

        (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 reasonable security or indemnity against the
   costs, expenses and liabilities which might be incurred by it in compliance
   with such request or direction;

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        (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,
   bond, debenture, note, other evidence of indebtedness or other paper or
   document, but the Trustee, in its discretion, may make such further inquiry
   or investigation into such facts or matters as it may see fit, and, if the
   Trustee shall determine to make such further inquiry or investigation, it
   shall be entitled to examine the books, records and premises of the Company,
   personally or by agent or attorney; and

        (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.

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 neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.  MAY HOLD SECURITIES.

        The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.  MONEY HELD IN TRUST.

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

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SECTION 607.  COMPENSATION AND REIMBURSEMENT.

        The Company agrees

        (1)  to pay to the Trustee from time to time such reasonable
   compensation for all services rendered by it hereunder as shall be agreed
   upon in writing (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 the Trustee (which, for purposes of this Section 607,
   shall include its officers, directors, employees and agents) for, and to hold
   it harmless against, any loss, liability or expense 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 or liability in
   connection with the exercise or performance of any of its powers or duties
   hereunder.

        To secure the Company's payment obligations in this Section 607, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities.

        When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(6) or 501(7), such expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy law.

        In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

        In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like

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which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.

        The provisions of this Section 607 shall survive the resignation or
removal of the Trustee or 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 such 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.

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. 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.

        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 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of

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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 principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

        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 514, 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 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 principal amount of the Outstanding Securities 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

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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 property and money
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 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

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or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

        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 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.

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        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).

SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.

        The Company may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Trustee and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

        Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Company may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating

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Agent and to the Trustee. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Company
may appoint a successor Authenticating Agent which shall be acceptable to the
Trustee and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

        The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

        If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                                        Wilmington Trust Company

                                        ------------------------------
                                                            As Trustee


                                        By
                                          ----------------------------
                                             As Authenticating Agent


                                        By
                                          ----------------------------
                                             Authorized Officer


                                  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

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        (1)  semi-annually, not later than 15 days after the Regular Record Date
   for each series of Securities, 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 such Regular Record Day, 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.

        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.

        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.

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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.

                                  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 or convey, transfer or lease its properties and assets
substantially as an entirety to 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 expressly assume, by an indenture
   supplemental hereto, executed and delivered to the Trustee, in form
   satisfactory to the Trustee, the due and punctual payment of the principal of
   and any premium and interest on all the Securities (and any Successor
   Additional Amounts in respect thereof) and the performance or observance of
   every covenant of this Indenture on the part of the Company to be performed
   or observed;

        (2)  immediately after giving effect to such transaction and treating
   any Debt which becomes an obligation of the Company or any Restricted
   Subsidiary as a result of such transaction as having been Incurred by the
   Company or such Restricted 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;

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        (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 Mortgage 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 Debt secured thereby; and

        (4)  any Person formed by the consolidation with the Company or into
   which the Company is merged or which acquires by conveyance or transfer, or
   which leases, the properties and assets substantially as an entirety of the
   Company and which is not organized and validly existing under the laws of the
   United States, any State thereof or the District of Columbia, shall expressly
   agree, by an indenture supplemental hereto, executed and delivered to the
   Trustee, in form satisfactory to the Trustee, (A) to indemnify the Holder of
   each Security against (i) any tax, assessment or governmental charge imposed
   on such Holder or required to be withheld or deducted from any payment to
   such Holder as a consequence of such consolidation, merger, conveyance,
   transfer or lease, to the extent that, in the aggregate, such tax, assessment
   or governmental charge imposed upon such Holder (net of deductions or
   credits) exceeds the aggregate amount of such tax, assessment or governmental
   charge which would have been imposed on such Holder if the successor Person
   had been organized and validly existing under the laws of the United States,
   any State thereof or the District of Columbia; provided, however, that such
   successor Person will not be required to agree to indemnify, pursuant to this
   clause (A), against any tax, assessment or governmental charge of the type
   described in clause (a) or (d) below that is imposed by the jurisdiction of
   organization of such Person or any of its territories or political
   subdivisions, and (ii) any costs or expenses of the act of such
   consolidation, merger, conveyance, transfer or lease, and (B) that all
   payments pursuant to the Securities in respect of the principal of and any
   premium and interest on the Securities shall be made without withholding or
   deduction for, or on account of, any present or future taxes, duties,
   assessments or governmental charges of whatever nature imposed or levied by
   or on behalf of the jurisdiction of organization of such Person or any
   political subdivision or taxing authority thereof or therein, unless such
   taxes, duties, assessments or governmental charges are required by such
   jurisdiction or any such subdivision or authority to be withheld or deducted,
   in which case such Person will pay such additional amounts of, or in respect
   of, principal and any premium and interest ("Successor Additional Amounts")
   as will result (after deduction of such taxes, duties, assessments or
   governmental charges and any additional taxes, duties, assessments or
   governmental charges payable in respect of such) in the payment to each
   Holder of a Security of the amounts which would have been payable pursuant to
   the Securities had no such withholding or deduction been required, except
   that no Successor Additional Amounts shall be so payable for or on account
   of:

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        (a)  any tax, duty, assessment or other governmental charge which would
   not have been imposed but for the fact that such Holder: (i) was a resident,
   domiciliary or national of, or engaged in business or maintained a permanent
   establishment or was physically present in, the jurisdiction of organization
   of such Person or any of its territories or any political subdivision thereof
   or otherwise had some connection with such jurisdiction other than the mere
   ownership of, or receipt of payment under, such Security; (ii) presented such
   Security for payment in such jurisdiction or any of its territories or any
   political subdivision thereof, unless such Security could not have been
   presented for payment elsewhere; or (iii) presented such Security more than
   thirty (30) days after the date on which the payment in respect of such
   Security first became due and payable or provided for, whichever is later,
   except to the extent that the Holder would have been entitled to such
   Successor Additional Amounts if it had presented such Security for payment on
   any day within such period of thirty (30) days;

        (b)  any estate, inheritance, gift, sale, transfer, personal property or
   similar tax, assessment or other governmental charge;

        (c)  any tax, assessment or other governmental charge which is payable
   otherwise than by withholding or deduction from payments of (or in respect
   of) principal of or any premium or interest on, the Securities;

        (d)  any tax, assessment or other governmental charge that is imposed or
   withheld by reason of the failure to comply by the Holder or the beneficial
   owner of a Security with a request of the Company addressed to the Holder (i)
   to provide information concerning the nationality, residence or identity of
   the Holder or such beneficial owner or (ii) to make any declaration or other
   similar claim or satisfy any information or reporting requirement, which, in
   the case of (i) or (ii), is required or imposed by statute, treaty,
   regulation or administrative practice of the taxing jurisdiction as a
   precondition to exemption from all or part of such tax, assessment or other
   governmental charge; or

        (e)  any combination of items (a), (b), (c) and (d);

nor shall Successor Additional Amounts be paid with respect to any payment of
the principal of or any premium or interest on any such Security to any Holder
who is a fiduciary or partnership or other than the sole beneficial owner of
such Security to the extent such payment would be required by the laws of the
jurisdiction of organization of such Person (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such Successor Additional Amounts of interest had it been the Holder of the
Security; and

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        (5)  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.

        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

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   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, registrable or not registrable as to principal,
   and with or without interest coupons, 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
   1009 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 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 (9) 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 not less than 66_% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

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        (1)  change the Stated Maturity of the principal of, or any installment
   of principal of or interest on, any Security, or reduce the principal amount
   thereof or the rate of interest thereon or any premium payable upon the
   redemption thereof, or reduce the amount of the principal of an Original
   Issue Discount Security or any other Security which would be due and payable
   upon a declaration of acceleration of the Maturity thereof pursuant to
   Section 502, or change the coin or currency in which, any Security or any
   premium or interest thereon is payable, or impair the right to institute suit
   for the enforcement of any such payment on or after the Stated Maturity
   thereof (or, in the case of redemption, on or after the Redemption Date), or

        (2)  reduce the percentage in principal amount of the Outstanding
   Securities of any series, the consent of whose Holders is required for any
   such supplemental indenture, or the consent of whose Holders is required for
   any waiver (of compliance with certain provisions of this Indenture or
   certain defaults hereunder and their consequences) provided for in this
   Indenture, or

        (3)  modify any of the provisions of this Section, Section 513 or
   Section 1013, 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 1013, 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.

        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

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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.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

        The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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        The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, 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 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.

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

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum 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

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

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid 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. EXISTENCE.

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        Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. MAINTENANCE OF PROPERTIES.

        The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order, ordinary wear and tear excepted, and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007. INSURANCE.

        The Company will maintain, and cause its Subsidiaries to maintain,
insurance coverage by financially sound and reputable insurers in such forms and
amounts and against such risks as are at that time customary for corporations of
established reputation engaged in the same or a similar business and owning and
operating similar properties including general liability insurance and (but
without duplication) protection and indemnity insurance, hull and machinery
insurance, oil pollution insurance and, if available at commercially reasonable
rates, loss of hire insurance.

SECTION 1008. PAYMENT OF TAXES AND OTHER CLAIMS.

        The Company will pay or discharge or cause to be paid or discharged, (1)
before the same shall become delinquent, all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all material lawful claims for labor, materials and supplies which give rise to
a lien or which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary, prior to the time the holder of such lien evidences
its intention to

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realize upon its lien; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

SECTION 1009. LIMITATION ON LIENS.

        The Company will not itself, and will not permit any Restricted
Subsidiary to, Incur any Debt, nor shall any existing Debt of the Company or any
Restricted Subsidiary become, secured by a Mortgage on any property or assets
owned or leased by the Company or any Restricted Subsidiary, or any shares of
stock or Debt of any Subsidiary, without effectively providing that the
Securities (together with, if the Company shall so determine, any other Debt of
the Company or such Restricted Subsidiary then existing or thereafter created
which is not subordinate to the Securities) shall be secured equally and ratably
with (or prior to) such secured Debt, so long as such secured Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured Debt Incurred after the date hereof and then outstanding (including Debt
existing as of the date of this Indenture that thereafter becomes secured) plus
all Attributable Debt Incurred after the date hereof and then outstanding of the
Company and its Restricted Subsidiaries in respect to sale and leaseback
transactions (as defined in Section 1010) would not exceed 15% of Consolidated
Net Tangible Assets of the Company and its Restricted Subsidiaries; provided,
however, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:

              (1)  Mortgages on property of, or on any shares of stock or Debt
        of, any corporation existing at the time such corporation becomes a
        Subsidiary;

              (2)  Mortgages in favor of the Company or any Restricted
        Subsidiary;

              (3)  Mortgages in favor of the United States of America, or any
        agency, department or other instrumentality thereof, to secure progress,
        advance or other payments pursuant to any contract or provision of any
        statute;

              (4)  Mortgages on property, shares of stock or Debt existing at
        the time of acquisition thereof (including acquisition through merger or
        consolidation) or to secure the payment of all or any part of the
        purchase price or construction cost thereof or to secure any Debt
        Incurred or committed to under a binding agreement prior to, at the time
        of, or within 120 days after, the acquisition of such property or shares
        or Debt or the completion of any such construction for the purpose of
        financing all or any part of the purchase price or construction cost
        thereof, provided that such Mortgages shall be limited to all or part of
        such property or stock; and

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              (5)  any extension, renewal or replacement (or successive
        extensions, renewals or replacements), as a whole or in part, of any
        Mortgage referred to in the foregoing clauses (1) to (4), inclusive
        whether existing now or hereafter or of any Mortgage existing on the
        date hereof; provided, that (i) such extension, renewal or replacement
        Mortgage shall be limited to all or a part of the same property, shares
        of stock or Debt that secured the Mortgage extended, renewed or replaced
        (plus improvements on such property) and (ii) the Debt secured by such
        Mortgage at such time is not increased.

        Notwithstanding anything to the contrary above, if any existing or
future Debt under any of the Credit Facilities shall become secured by a
Mortgage on any property or assets owned or leased by the Company or any
Restricted Subsidiary as a result of the Company's senior unsecured debt being
downgraded to or below the levels specified in the Credit Facilities, the
covenant described in the foregoing paragraph shall be deemed to be satisfied if
the Company secures, or causes such Restricted Subsidiary to secure, the
Securities equally and comparably with such secured Debt. For purposes of
determining whether the collateral securing the Securities as provided for in
the preceding sentence is "comparable" to that securing the Debt under the
Credit Facilities, the same types of collateral shall be permitted hereunder as
under the Credit Facilities, all non-cash collateral will be valued on the same
basis that non-cash collateral is valued under the Credit Facilities and the
required collateral margin shall be the same hereunder as under the Credit
Facilities (including similar release provisions).

SECTION 1010. LIMITATION ON SALES AND LEASEBACKS.

        The Company will not itself, and it will not permit any Restricted
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Restricted
Subsidiary) or to which any such lender or investor is a party, providing for
the leasing by the Company or any such Restricted Subsidiary for a period,
including renewals, in excess of three years of any property or assets owned or
leased by the Company or such Restricted Subsidiary which has been or is to be
sold or transferred, more than 120 days after the acquisition thereof or after
the completion of construction and commencement of full operation thereof, by
the Company or any such Restricted Subsidiary to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender or
investor on the security of such property or assets (herein referred to as a
"sale and leaseback transaction") unless either:

              (1)  the Company or such Restricted Subsidiary could create Debt
        secured by a Mortgage pursuant to Section 1009 on the property or assets
        to be leased back in an amount equal to the Attributable Debt with
        respect to such sale and

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        leaseback transaction without equally and ratably securing the
        Securities, or

              (2)  the Company or such Restricted Subsidiary within 120 days
        after the sale or transfer shall have been made by the Company or by any
        such Restricted Subsidiary, applies an amount not less than the greater
        of (i) the net proceeds of the sale of the property or assets sold and
        leased back pursuant to such arrangement or (ii) the fair market value
        of the property or assets so sold and leased back at the time of
        entering into such arrangement (as determined by any two of the
        following: the Chairman of the Board of the Company, its President, any
        Executive or Senior Vice President of the Company, its Chief Financial
        Officer, its Treasurer and its Controller) to (a) the purchase,
        acquisition or construction of property or assets to be used in the
        business of the Company and its Restricted Subsidiaries (which shall
        include the entering into, within such 120 day period, of an agreement
        for such purchase, acquisition or construction of property or assets) or
        (b) to the retirement of Funded Debt of the Company or any Restricted
        Subsidiary; provided, that (x) the amount to be applied to the
        retirement of Funded Debt of the Company shall be reduced by the
        principal amount of any Securities delivered within 120 days after such
        sale to the Trustee for retirement and cancellation and (y) the amount
        to be applied to the retirement of Funded Debt of the Company or any
        Restricted Subsidiary shall be reduced by the principal amount of Funded
        Debt of the Company, other than Securities, or the principal amount of
        Funded Debt of any Restricted Subsidiary, as the case may be,
        voluntarily retired by the Company or any Restricted Subsidiary within
        120 days after such sale. Notwithstanding the foregoing, no retirement
        referred to in this clause (2) may be effected by payment at maturity or
        pursuant to any mandatory prepayment provision.

SECTION 1011. LIMITATION ON INCURRENCE OF INDEBTEDNESS BY RESTRICTED
              SUBSIDIARIES.

        The Company will not permit any of its Restricted Subsidiaries to Incur
any Funded Debt unless after giving effect to the Incurrence of such Funded Debt
by such Restricted Subsidiary and the receipt and application of the proceeds
thereof, the aggregate outstanding amount of Funded Debt of all Restricted
Subsidiaries of the Company shall not exceed 10% of Consolidated Net Tangible
Assets of the Company and its Restricted Subsidiaries; provided, however, that
this sentence shall not apply to, and there shall be excluded from Funded Debt
at the time of any computation under this sentence, (a) any Funded Debt owed to
the Company or to any other Restricted Subsidiary, (b) any Funded Debt of a
Restricted Subsidiary outstanding on the date hereof, (c) any Funded Debt that
(i) is supported in full by a direct-pay or standby letter of credit or letter
of guarantee on which the Company (but not any of its Restricted Subsidiaries)
is the account party and as to which the

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terms of the related reimbursement agreement shall not permit the issuing bank
any recourse against any Restricted Subsidiary of the Company and (ii) is not
supported by any other letter of credit, letter of guarantee or similar
instrument in respect of which any Restricted Subsidiary of the Company has any
obligation, (d) any Funded Debt of a Restricted Subsidiary Incurred pursuant to
a United States Government sponsored vessel financing program, including Title
XI or a successor or similar program and (e) any Funded Debt secured by a
Mortgage permitted pursuant to paragraph (1) or (4) of Section 1009.

SECTION 1012. RESTRICTED SUBSIDIARIES.

        Each Subsidiary of the Company shall be a Restricted Subsidiary unless
such Subsidiary has been designated as an Unrestricted Subsidiary in accordance
with the provisions set forth herein.

        The Board of Directors may designate any Person as an Unrestricted
Subsidiary if and only if (A) the Company has delivered to the Trustee an
Officer's Certificate within 60 days after such Person became a Subsidiary (the
"Notice Period") designating such Person as an Unrestricted Subsidiary and (B)
(i) such Person is not a Subsidiary on the date hereof, (ii) such Person was not
a Restricted Subsidiary prior to the commencement of the Notice Period, (iii) an
Officers' Certificate is delivered to the Trustee stating that the Board of
Directors has determined that at the time of such Person's acquisition or
formation it was not contemplated that such Person would own, acquire or lease
under a lease which would be considered a Capitalized Lease any ocean going
vessel designed to carry cargo in bulk which vessel was originally contracted
for by the Company or one of its Subsidiaries, (iv) neither the Company nor any
Restricted Subsidiary has guaranteed or in any other manner become liable for or
otherwise created a Mortgage on its property as security for any Funded Debt of
such Person, and (v) such Person does not own or hold, directly or indirectly,
any Funded Debt or equity securities of any Restricted Subsidiary or own, lease
or operate any assets or properties (other than cash, cash equivalents or
marketable securities) transferred to it by the Company or any Restricted
Subsidiary.

        The Company may change the designation of any Subsidiary from
Unrestricted Subsidiary to Restricted Subsidiary by giving written notice to the
Trustee that the Board of Directors has made such change, provided that no such
change shall be effective if after giving effect to such change the aggregate
amount of Funded Debt of all Restricted Subsidiaries of the Company then
outstanding (after giving effect to the exclusions provided for in Section 1011
hereof) would exceed 10% of the Consolidated Net Tangible Assets of the Company
and its Restricted Subsidiaries. If at any time (i) the Company or a Restricted
Subsidiary guarantees or in any other manner becomes liable for or otherwise
creates a Mortgage on its property as security for any Funded Debt of an
Unrestricted Subsidiary, (ii) an Unrestricted Subsidiary owns or holds, directly
or indirectly, any Funded Debt

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or equity securities of any Restricted Subsidiary or (iii) an Unrestricted
Subsidiary owns, leases or operates any assets or properties (other than cash,
cash equivalents and marketable securities) transferred to it by the Company or
any Restricted Subsidiary, the designation of such Unrestricted Subsidiary shall
thereupon, without further action, but subject to the condition set forth in the
proviso to the first sentence of this paragraph, be deemed to have been changed
to a Restricted Subsidiary. The Company will not itself, and it will not permit
any Subsidiary to, take any of the actions referred to in clauses (i), (ii) or
(iii) of the preceding sentence unless the Unrestricted Subsidiary referred to
in such sentence can be designated a Restricted Subsidiary in conformity with
the provisions of this Section.

        The acquisition of a Restricted Subsidiary or the change of designation
of an Unrestricted Subsidiary to a Restricted Subsidiary shall, as of the date
of such acquisition or change, constitute an Incurrence by Restricted
Subsidiaries of the Company of Funded Debt in the amount of the Funded Debt of
such Restricted Subsidiary as of such date, and, for purposes of determining
Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries
as of such date, pro forma effect shall be given to such acquisition or change.

SECTION 1013. OFFER TO REPURCHASE UPON A CHANGE OF CONTROL.

        Upon the occurrence of a Change of Control, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Securities pursuant to the Change
of Control offer on the terms set forth in this Indenture (a "Change of Control
Offer") at an offer price in cash equal to 101% of the aggregate principal
amount of Securities repurchased plus accrued and unpaid interest, if any, on
the Securities repurchased to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder stating:

              (1)  the transaction or transactions that constitute the Change of
        Control;

              (2)  that the Change of Control Offer is being made pursuant to
        this Section 1013 and that all Securities tendered shall be accepted for
        payment;

              (3)  the purchase price and the purchase date, which date shall be
        no earlier than 30 days and no later than 60 days from the date the
        notice is mailed (the "Change of Control Payment Date");

              (4)  that any Security not tendered or properly withdrawn shall
        continue to accrue interest;

              (5)  that, unless the Company defaults in the payment of the
        Change of Control Payment, all Securities accepted

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        for payment pursuant to the Change of Control Offer shall cease to
        accrue interest after the Change of Control Payment Date;

              (6)  that Holders electing to have any Securities purchased
        pursuant to a Change of Control Offer shall be required to surrender the
        Securities, together with such form or forms as may be specified, to a
        Paying Agent at the address specified in the notice prior to the close
        of business on the third Business Day preceding the Change of Control
        Payment Date;

              (7)  that Holders shall be entitled to withdraw their election if
        the Paying Agent receives, not later than the close of business on the
        second Business Day preceding the Change of Control Payment Date, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the Holder, the principal amount of Securities delivered for
        purchase, and a statement that such Holder is withdrawing its election
        to have the Securities purchased; and

              (8)  that Holders whose Securities are being purchased only in
        part shall be issued new Securities equal in principal amount to the
        unpurchased portion of the Securities surrendered, which unpurchased
        portion must be equal to $1,000 in principal amount or an integral
        multiple thereof.

        On the Change of Control Payment Date, the Company shall, to the extent
lawful:

              (1)  accept for payment all Securities or portions of Securities
        validly tendered and not properly withdrawn pursuant to the Change of
        Control Offer;

              (2)  deposit with the Paying Agent an amount equal to the Change
        of Control Payment in respect of all Securities or portions of
        Securities properly tendered and not properly withdrawn pursuant to the
        Change of Control Offer; and

              (3)  deliver or cause to be delivered to the Trustee the
        Securities so accepted together with an Officers' Certificate stating
        the aggregate principal amount of Securities or portions of Securities
        being purchased by the Company.

        The Paying Agent shall promptly mail to each Holder of Securities
validly tendered and not properly withdrawn the Change of Control Payment for
such Securities, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of the Securities surrendered, if
any; provided that each new Security will be in a principal amount of $1,000 or
an integral multiple thereof.

                                     - 71 -
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        The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.

        The Company shall not be required to make a Change of Control Offer upon
a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company
and purchases all Securities validly tendered and not properly withdrawn under
such Change of Control Offer.

        The Company shall comply with the Requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 1013 by virtue of such conflict.

SECTION 1014. WAIVER OF CERTAIN COVENANTS.

        Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series or in any of
Sections 1006 to 1013, inclusive, if before the time for such compliance the
Holders of at least 66 2/3% in principal amount of the Outstanding Securities of
such series 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 Stated
Maturity shall be redeemable in accordance with their

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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 evidenced
by 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, of the Redemption Price, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities 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.

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 and of a specified tenor 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 and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount 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
and of a specified tenor 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 and specified tenor not previously called
for redemption in accordance with the preceding sentence.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal 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

                                     - 73 -
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portion of the principal amount 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 the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

        All notices of redemption 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 principal 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 principal 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 and, if applicable, that
   interest thereon will cease to accrue on and after said date,

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

        (6)  that the redemption is for a sinking fund, if such is the case.

        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

                                     - 74 -
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in Section 1003) an amount of money sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

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 aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

        The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series

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except as otherwise specified as contemplated by Section 301 for such
Securities.

        The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

        The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

        Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                     - 76 -
<Page>

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

SECTION 1302. DEFEASANCE AND DISCHARGE.

        Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

SECTION 1303. COVENANT DEFEASANCE.

        Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1013, inclusive, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders

                                     - 77 -
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of such Securities and (2) the occurrence of any event specified in Sections
501(4), 501(5) (with respect to any of Section 801(3), Sections 1006 through
1013, inclusive, and any such covenants provided pursuant to Section 301(18),
901(2) or 901(7)), 501(6), 501(7) and 501(10) shall be deemed not to be or
result in an Event of Default in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

        (1)  The Company shall irrevocably have deposited or caused to be
   deposited with the Trustee (or another trustee which satisfies the
   requirements contemplated by Section 609 and agrees to comply with the
   provisions of this Article applicable to it) as trust funds in trust for the
   purpose of making the following payments, specifically pledged as security
   for, and dedicated solely to, the benefits of the Holders of such Securities,
   (A) money in an amount, or (B) U.S. Government Obligations which through the
   scheduled payment of principal and interest in respect thereof in accordance
   with their terms will provide, not later than one day before the due date of
   any payment, money in an amount, or (C) a combination thereof, in each case
   sufficient, in the opinion of a nationally recognized firm of independent
   public accountants expressed in a written certification thereof delivered to
   the Trustee, to pay and discharge, and which shall be applied by the Trustee
   (or any such other qualifying trustee) to pay and discharge, the principal of
   and any premium and interest on such Securities on the respective Stated
   Maturities, in accordance with the terms of this Indenture and such
   Securities. As used herein, "U.S. Government Obligation" means (x) any
   security which is (i) a direct obligation of the United States of America for
   the payment of which the full faith and credit of the United States of
   America is pledged or (ii) an obligation of a Person controlled or supervised
   by and acting as an agency or instrumentality of the United States of America
   the payment of which is unconditionally guaranteed as a full faith and credit
   obligation by the United States of America, which, in either case (i) or
   (ii), is not callable or redeemable at the option of the issuer thereof, and
   (y) any depositary receipt issued by

                                     - 78 -
<Page>

   a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
   with respect to any U.S. Government Obligation which is specified in Clause
   (x) above and held by such bank for the account of the holder of such
   depositary receipt, or with respect to any specific payment of principal of
   or interest on any U.S. Government Obligation which is so specified and held,
   provided that (except as required by law) such custodian is not authorized to
   make any deduction from the amount payable to the holder of such depositary
   receipt from any amount received by the custodian in respect of the U.S.
   Government Obligation or the specific payment of principal or interest
   evidenced by such depositary receipt.

        (2)  In the event of an election to have Section 1302 apply to any
   Securities or any series of Securities, as the case may be, the Company shall
   have delivered to the Trustee an Opinion of Counsel stating that (A) the
   Company has received from, or there has been published by, the Internal
   Revenue Service a ruling or (B) since the date of this instrument, there has
   been a change in the applicable Federal income tax law, in either case (A) or
   (B) to the effect that, and based thereon such opinion shall confirm that,
   the Holders of such Securities will not recognize gain or loss for Federal
   income tax purposes as a result of the deposit, Defeasance and discharge to
   be effected with respect to such Securities and will be subject to Federal
   income tax on the same amount, in the same manner and at the same times as
   would be the case if such deposit, Defeasance and discharge were not to
   occur.

        (3)  In the event of an election to have Section 1303 apply to any
   Securities or any series of Securities, as the case may be, the Company shall
   have delivered to the Trustee an Opinion of Counsel to the effect that the
   Holders of such Securities will not recognize gain or loss for Federal income
   tax purposes as a result of the deposit and Covenant Defeasance to be
   effected with respect to such Securities and will be subject to Federal
   income tax on the same amount, in the same manner and at the same times as
   would be the case if such deposit and Covenant Defeasance were not to occur.

        (4)  The Company shall have delivered to the Trustee an Officer's
   Certificate to the effect that neither such Securities nor any other
   Securities of the same series, if then listed on any securities exchange,
   will be delisted as a result of such deposit.

        (5)  No event which is, or after notice or lapse of time or both would
   become, an Event of Default with respect to such Securities or any other
   Securities shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event specified in Sections 501(6) and (7), at
   any time on or prior to the 90th day after the date of such deposit (it being
   understood that this condition shall not be deemed satisfied until after such
   90th day).

                                     - 79 -
<Page>

        (6)  Such Defeasance or Covenant Defeasance shall not cause the Trustee
   to have a conflicting interest within the meaning of the Trust Indenture Act
   (assuming all Securities are in default within the meaning of such Act).

        (7)  Such Defeasance or Covenant Defeasance shall not result in a breach
   or violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound.

        (8)  Such Defeasance or Covenant Defeasance shall not result in the
   trust arising from such deposit constituting an investment company within the
   meaning of the Investment Company Act unless such trust shall be registered
   under such Act or exempt from registration thereunder.

        (9)  The Company shall have delivered to the Trustee an Officer's
   Certificate and an Opinion of Counsel, each stating that all conditions
   precedent with respect to such Defeasance or Covenant Defeasance have been
   complied with.

SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; MISCELLANEOUS PROVISIONS.

        Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

        Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited

                                     - 80 -
<Page>

to effect the Defeasance or Covenant Defeasance, as the case may be, with
respect to such Securities.

SECTION 1306.  REINSTATEMENT.

        If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

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

        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, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                          OVERSEAS SHIPHOLDING GROUP, INC.

                                               By     /s/Myles R. Itkin
                                                    ----------------------
                                                    Myles R. Itkin, Senior
                                                    Vice President, Chief
                                                    Financial Officer and
                                                    Treasurer

                                          WILMINGTON TRUST COMPANY,
                                                         as Trustee

                                               By      /s/James D. Nesci
                                                    ----------------------
                                                    James D. Nesci
                                                    Authorized Signer

                                     - 81 -
<Page>

State of New York   )
                    )  ss.:
County of New York  )

        On the 7th day of March, 2003, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is___________________of Overseas Shipholding Group, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.


                                     --------------------------------
                                     Notary Public, State of New York


State of New York   )
                    )  ss.:
County of Kings     )

        On the 7th day of March, 2003, before me personally came _____________,
to me known, who, being by me duly sworn, did depose and say that [he] [she] is
__________________________of Wilmington Trust Company, one of the corporations
described in and which executed the foregoing instrument; that [he] [she] knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that [he] [she] signed [his] [her] name thereto by like
authority.


                                     --------------------------------
                                     Notary Public, State of New York

                                     - 82 -
<Page>

                                                                       Exhibit A

                                 IAI CERTIFICATE

                                                                    CUSIP_______
                                                                     ISIN_______

   Overseas Shipholding Group, Inc
   c/o Wilmington Trust Company, as Trustee
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19890

   Attention: Corporate Trust Administration

         Re: Overseas Shipholding Group, Inc.
             [DESCRIBE SECURITY]

   Dear Sirs:

        This certificate is delivered to request a transfer of $_______
   principal amount of the [DESCRIBE SECURITY] (the "Securities") of Overseas
   Shipholding Group, Inc. (the "Company").

        Upon transfer, the Securities would be registered in the name of the new
   beneficial owner as follows:

   Name:

   Address:

   Taxpayer ID Number:

        The Undersigned Transferee represents and warrants to you that:

        1.   We are an institutional "accredited investor" (as defined in Rule
   501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
   "Securities Act")), purchasing for our own account or for the account of such
   an institutional "accredited investor" in each case in a minimum principal
   amount of Securities of $250,000 and we are acquiring the Securities for
   investment purposes and not with a view to, or for offer or sale in
   connection with, any distribution in violation of the Securities Act. We have
   such knowledge and experience in financial and business matters as to be
   capable of evaluating the merits and risk of our investment in the Securities
   and we invest in or purchase securities similar to the Securities in the
   normal course of our business. We and any accounts for which we

                                     - 83 -
<Page>

   are acting are each able to bear the economic risk of our or their
   investment.

        2.   We understand that the Securities have not been registered under
   the Securities Act and, unless so registered, may not be offered, sold or
   otherwise transferred except as permitted in the following sentence. We agree
   on our own behalf and on behalf of any investor account for which we are
   purchasing Securities to offer, sell or otherwise transfer such Securities
   prior to the date which is two years after the later of the date of original
   issue and the last date on which the Company or any affiliate of the Company
   was the owner of such Securities (or any predecessor thereto) (the "Resale
   Restriction Termination Date") only (a) to the Company, (b) pursuant to a
   registration statement which has been declared effective under the Securities
   Act, (c) in a transaction complying with the requirements of Rule 144A under
   the Securities Act ("Rule 144A"), to a person we reasonably believe is a
   "qualified institutional buyer" under Rule 144A ("QIB") that purchases for
   its own account or for the account of a QIB and to whom notice is given that
   the transfer is being made in reliance on Rule 144A, (d) pursuant to offers
   and sales that occur outside the United States in accordance with Regulation
   S under the Securities Act, (e) to an institutional "accredited investor"
   (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
   Act) that is purchasing for its own account or for the account of such
   institutional "accredited investor," in each case in a minimum principal
   amount of Securities of $250,000, for investment purposes and not with a view
   to, or for offer or sale in connection with, any distribution in violation of
   the Securities Act, or (f) pursuant to any other available exemption from the
   registration requirements of the Securities Act, subject in each of the
   foregoing cases to any requirement of law that the disposition of our
   property or the property of such investor account or accounts be at all times
   within our or their control and in compliance with any applicable state
   securities laws. The foregoing restriction on resale will not apply
   subsequent to the Resale Restriction Termination Date. If any resale or other
   transfer of the Securities is proposed to be made pursuant to clause (e)
   above prior to the Resale Restriction Termination Date, the transferor shall
   deliver a letter from the transferee substantially in the form of this letter
   to the Company and the Trustee, which shall provide, among other things, that
   the transferee is an institutional "accredited investor" (within the meaning
   of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is
   acquiring such Securities for investment purposes and not for distribution in
   violation of the Securities Act. Each purchaser acknowledges that the Company
   and the Trustee

                                     - 84 -
<Page>

   reserve the right prior to any offer, sale or other transfer of the
   Securities prior to the Resale Restriction Termination Date pursuant to
   clauses (d), (e) and (f) above to require the delivery of an opinion of
   counsel, certifications and/or other information satisfactory to the Company
   and the Trustee.

        3.   You are entitled to rely upon this letter, and you are irrevocably
   authorized to produce this letter or a copy hereof to any interested party in
   any administrative or legal proceeding or official inquiry with respect to
   the matters covered hereby.

   Transferee:                              Transferor:

   By:                                      By:
      -------------------------                -------------------------

   Date:                                    Date:

                                     - 85 -
<Page>

                                                                       Exhibit B

                            REGULATION S CERTIFICATE

                                                                    CUSIP_______
                                                                     ISIN_______

   Overseas Shipholding Group, Inc
   c/o Wilmington Trust Company, as Trustee
   Rodney Square North
   1100 North Market Street
   Wilmington, DE 19890

   Attention: Corporate Trust Administration

         Re: Overseas Shipholding Group, Inc.
             [DESCRIBE SECURITY]

   Ladies and Gentlemen:

        This certificate is delivered to request a transfer of $________
   principal amount of the [DESCRIBE SECURITY] (the "Securities") of Overseas
   Shipholding Group, Inc. (the "Company").

        Upon transfer, the Securities would be registered in the name of the new
   beneficial owner as follows:

   Name:

   Address:

   Taxpayer ID Number:

        In connection with our proposed sale of $_______ aggregate principal
   amount of the Securities, we confirm that such sale has been effected
   pursuant to and in accordance with Regulation S under the Securities Act of
   1933, as amended (the "Securities Act"), and, accordingly, we represent that:

        (a)  the offer of the Securities was not made to a person in the United
   States;

        (b)  either (i) at the time the buy order was originated, the transferee
   was outside the United States or we and any person acting on our behalf
   reasonably believed that the transferee was outside the United States or (ii)
   the transaction was executed in, on or through the facilities of a designated
   offshore securities market and neither we nor any person acting on our behalf
   knows that the transaction has been pre-arranged with a buyer in the United
   States;

<Page>

        (c)  neither we, any of our affiliates, nor any person acting on our or
   their behalf has made any directed selling efforts in the United States in
   contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
   S, as applicable; and

        (d)  the transaction is not part of a plan or scheme to evade the
   registration requirements of the Securities Act.

        In addition, if the sale is made during a restricted period and the
   provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
   thereto, we confirm that such sale has been made in accordance with the
   applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
   be.

        You and the Company are entitled to rely upon this letter and are
   irrevocably authorized to produce this letter or a copy hereof to any
   interested party in any administrative or legal proceedings or official
   inquiry with respect to the matters covered hereby. Terms used in this
   certificate have the meanings set forth in Regulation S.

                                     Transferor:

                                     By
                                        -------------------------

                                     Date:

                                      - 2 -