<Page>

                                                                    Exhibit 4.5


                                OPTION CARE, INC.

                                       TO

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

                                     TRUSTEE

                         FORM OF SUBORDINATED INDENTURE

                         DATED AS OF _________ __, ____

                                 DEBT SECURITIES
<Page>

                                OPTION CARE, INC.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                    INDENTURE, DATED AS OF _________ __, ____

<Table>
          <S>                                              <C>
          ss.310(a)(1)                                                  609
             (a)(2)                                                     609
             (a)(3)                                          Not Applicable
             (a)(4)                                          Not Applicable
             (a)(5)                                                     609
             (b)                                                   608, 610
             (c)                                             Not Applicable
          ss.311(a)                                                     613
             (b)                                                        613
          ss.312(a)                                             701, 702(a)
             (b)                                                     702(b)
             (c)                                                     702(c)
          ss.313(a)                                                  703(a)
             (b)                                                     703(a)
             (c)                                                     703(a)
             (d)                                                     703(b)
          ss.314(a)                                               704, 1008
             (b)                                             Not Applicable
             (c)(1)                                                     102
             (c)(2)                                                     102
             (c)(3)                                          Not Applicable
             (d)                                             Not Applicable
             (e)                                                        102
          ss.315(a)                                                     601
             (b)                                                        602
             (c)                                                        601
             (d)                                                        601
             (e)                                                        514
          ss.316(a)                                                     101
             (a)(1)(A)                                     104(h), 502, 512
             (a)(1)(B)                                          104(h), 513
             (a)(2)                                          Not Applicable
             (b)                                                        508
             (c)                                                     104(h)
          ss.317(a)(1)                                                  503
             (a)(2)                                                     504
             (b)                                                       1003
          ss.318(a)                                                     107
             (c)                                                        107
</Table>

NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE
PART OF THE INDENTURE.

                                      -ii-
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                PAGE
<S>                <C>                                                                            <C>
ARTICLE One        Definitions and Other Provisions of General Application........................ 1

     Section 101.      Definitions................................................................ 1
     Section 102.      Compliance Certificates and Opinions ...................................... 9
     Section 103.      Form of Documents Delivered to Trustee.................................... 10
     Section 104.      Acts of Holders........................................................... 10
     Section 105.      Notices, etc., to Trustee and Company..................................... 13
     Section 106.      Notice to Holders; Waiver................................................. 13
     Section 107.      Conflict with Trust Indenture Act......................................... 14
     Section 108.      Effect of Headings and Table of Contents.................................. 15
     Section 109.      Successors and Assigns.................................................... 15
     Section 110.      Separability Clause....................................................... 15
     Section 111.      Benefits of Indenture..................................................... 15
     Section 112.      Governing Law; Waiver of Jury Trial....................................... 15
     Section 113.      Legal Holidays............................................................ 15
     Section 114.      Exemption from Individual Liability....................................... 15
     Section 115.      Counterparts.............................................................. 16

ARTICLE Two        Debt Security Forms........................................................... 16

     Section 201.      Forms Generally........................................................... 16
     Section 202.      Form of Trustee's Certificate of Authentication........................... 17
     Section 203.      Debt Securities in Global Form............................................ 17

ARTICLE Three      The Debt Securities........................................................... 18

     Section 301.      Amount Unlimited; Issuance in Series...................................... 18
     Section 302.      Denominations............................................................. 21
     Section 303.      Execution, Authentication, Delivery and Dating............................ 21
     Section 304.      Temporary Debt Securities................................................. 24
     Section 305.      Registration; Registration of Transfer and Exchange....................... 25
     Section 306.      Mutilated, Destroyed, Lost and Stolen Debt Securities..................... 29
     Section 307.      Payment of Interest; Interest Rights Preserved............................ 30
     Section 308.      Persons Deemed Owners..................................................... 32
     Section 309.      Cancellation.............................................................. 32
     Section 310.      Computation of Interest................................................... 33
     Section 311.      Certification by a Person Entitled to Delivery of a Bearer
                       Security.................................................................. 33
     Section 312.      Judgments................................................................. 33
     Section 313.      CUSIP Numbers............................................................. 33

ARTICLE Four       Satisfaction and Discharge.................................................... 34

     Section 401.      Satisfaction and Discharge of Indenture................................... 34
     Section 402.      Application of Trust Money and Government Obligations..................... 35
     Section 403.      Satisfaction, Discharge and Defeasance of Debt Securities of
                       any Series................................................................ 36

ARTICLE Five       Remedies...................................................................... 38

     Section 501.      Events of Default......................................................... 38
</Table>

                                      -iii-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                PAGE
<S>                <C>                                                                            <C>
     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 Debt
                       Securities or Coupons..................................................... 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............................................ 43
     Section 511.      Delay or Omission Not Waiver.............................................. 44
     Section 512.      Control by Holders of Debt Securities..................................... 44
     Section 513.      Waiver of Past Defaults................................................... 44
     Section 514.      Undertaking for Costs..................................................... 45
     Section 515.      Waiver of Stay or Extension Laws.......................................... 45

ARTICLE Six        The Trustee................................................................... 45

     Section 601.      Certain Duties and Responsibilities....................................... 45
     Section 602.      Notice of Default......................................................... 46
     Section 603.      Certain Rights of Trustee................................................. 46
     Section 604.      Not Responsible for Recitals or Issuance of Debt Securities............... 48
     Section 605.      May Hold Debt Securities or Coupons....................................... 48
     Section 606.      Money Held in Trust....................................................... 49
     Section 607.      Compensation and Reimbursement............................................ 49
     Section 608.      Disqualification; Conflicting Interests................................... 50
     Section 609.      Corporate Trustee Required; Eligibility................................... 50
     Section 610.      Resignation and Removal; Appointment of Successor......................... 50
     Section 611.      Acceptance of Appointment by Successor.................................... 52
     Section 612.      Merger, Conversion, Consolidation or Succession to Business............... 54
     Section 613.      Preferential Collection of Claims Against Company......................... 54
     Section 614.      Authenticating Agent...................................................... 54

ARTICLE Seven      Holders' Lists and Reports By Trustee and Company............................. 55

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

ARTICLE Eight      Consolidation, Merger, Conveyance, Transfer or Lease.......................... 57

     Section 801.      Company May Consolidate, etc. Only on Certain Terms....................... 57
     Section 802.      Successor Corporation Substituted......................................... 57
     Section 803.      Conveyance or Transfer to a Wholly-owned Subsidiary....................... 58

ARTICLE Nine       Supplemental Indentures....................................................... 58
</Table>

                                      -iv-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                PAGE
<S>                <C>                                                                            <C>
     Section 901.      Supplemental Indentures without Consent of Holders........................ 58
     Section 902.      Supplemental Indentures with Consent of Holders........................... 60
     Section 903.      Execution of Supplemental Indentures...................................... 61
     Section 904.      Effect of Supplemental Indentures......................................... 61
     Section 905.      Conformity with Trust Indenture Act....................................... 61
     Section 906.      Reference in Debt Securities to Supplemental Indentures................... 61

ARTICLE Ten        Covenants..................................................................... 62

     Section 1001.     Payment of Principal, Premium and Interest................................ 62
     Section 1002.     Maintenance of Office or Agency........................................... 62
     Section 1003.     Money for Debt Securities Payments to Be Held in Trust.................... 63
     Section 1004.     Corporate Existence....................................................... 64
     Section 1005.     Maintenance of Properties................................................. 65
     Section 1006.     Payment of Additional Amounts............................................. 65
     Section 1007.     Payment of Taxes.......................................................... 66
     Section 1008.     Officer's Certificate as to Compliance.................................... 66
     Section 1009.     Statement by Officers as to Default....................................... 66
     Section 1010.     Waiver of Certain Covenants............................................... 66
     Section 1011.     Calculation of Original Issue Discount.................................... 66

ARTICLE Eleven     Redemption of Debt Securities................................................. 67

     Section 1101.     Applicability of Article.................................................. 67
     Section 1102.     Election to Redeem; Notice to Trustee..................................... 67
     Section 1103.     Selection by Trustee of Debt Securities to be Redeemed.................... 67
     Section 1104.     Notice of Redemption...................................................... 68
     Section 1105.     Deposit of Redemption Price............................................... 68
     Section 1106.     Debt Securities Payable on Redemption Date................................ 69
     Section 1107.     Debt Securities Redeemed in Part.......................................... 69

ARTICLE Twelve     Sinking Funds................................................................. 70

     Section 1201.     Applicability of Article.................................................. 70
     Section 1202.     Satisfaction of Sinking Fund Payments with Debt Securities................ 70
     Section 1203.     Redemption of Debt Securities for Sinking Fund............................ 71

ARTICLE Thirteen   Repayment at the Option of Holders............................................ 71

     Section 1301.     Applicability of Article.................................................. 71
     Section 1302.     Repayment of Debt Securities.............................................. 71
     Section 1303.     Exercise of Option; Notice................................................ 71
     Section 1304.     Election of Repayment by Remarketing Entities............................. 72
     Section 1305.     Securities Payable on the Repayment Date.................................. 73

ARTICLE Fourteen   Meetings of Holders of Debt Securities........................................ 73

     Section 1401.     Purposes for Which Meetings May Be Called................................. 73
     Section 1402.     Call, Notice and Place of Meetings........................................ 73
     Section 1403.     Persons Entitled to Vote at Meetings...................................... 74
     Section 1404.     Quorum; Action............................................................ 74
</Table>

                                       -v-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                PAGE
<S>                <C>                                                                            <C>
     Section 1405.     Determination of Voting Rights; Conduct and Adjournment of
                       Meetings.................................................................. 75
     Section 1406.     Counting Votes and Recording Action of Meetings........................... 75

ARTICLE Fifteen    Defeasance.................................................................... 76

     Section 1501.     Termination of Company's Obligations...................................... 76
     Section 1502.     Repayment to Company...................................................... 77
     Section 1503.     Indemnity for Government Obligations...................................... 78

ARTICLE Sixteen    Subordination................................................................. 78

     Section 1601.     Agreement to Subordinate.................................................. 78
     Section 1602.     Liquidation, Dissolution, Bankruptcy...................................... 78
     Section 1603.     Default on Senior Debt.................................................... 78
     Section 1604.     Acceleration of Payment of Debt Securities................................ 79
     Section 1605.     When Distribution Must Be Paid Over....................................... 79
     Section 1606.     Subrogation............................................................... 80
     Section 1607.     Relative Rights........................................................... 80
     Section 1608.     Subordination May Not Be Impaired by Company.............................. 80
     Section 1609.     Rights of Trustee and Paying Agent........................................ 80
     Section 1610.     Distribution or Notice to Representative.................................. 81
     Section 1611.     Article Sixteen Not to Prevent Events of Default or Limit Right
                       to Accelerate............................................................. 81
     Section 1612.     Trust Moneys Not Subordinated............................................. 81
     Section 1613.     Trustee Entitled to Rely.................................................. 81
     Section 1614.     Trustee to Effectuate Subordination....................................... 82
     Section 1615.     Trustee Not Fiduciary for Holders of Senior Debt.......................... 82
     Section 1616.     Reliance by Holders of Senior Debt on Subordination Provisions............ 82
</Table>

                                      -vi-
<Page>

     SUBORDINATED INDENTURE (the "Indenture") dated as of __________ __, ____
between OPTION CARE, INC., a Delaware corporation (hereinafter called the
"Company"), having its principal place of business at 485 Half Day Road, Buffalo
Grove, Illinois 60089 and __________________________, a ____________ banking
corporation (hereinafter 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 subordinated
debentures, notes, bonds and other evidences of indebtedness (herein called the
"Debt Securities").

     All things necessary have been done to make this Indenture a valid
agreement of the Company, in accordance with its terms.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Debt
Securities of any series created and issued on or after the date hereof by the
Holders thereof, it is mutually covenanted and agreed, for the benefit of all
Holders of such Debt Securities or of any such series, 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 or by Commission rule or regulation under the Trust Indenture
     Act, either directly or by reference therein, as in force at the date as of
     which this instrument was executed, except as provided in Section 905, have
     the meanings assigned to them therein;

          (3)    all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP; and

          (4)    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.

     Certain terms, used principally in Article Six, are defined in that
     Article.

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

                                       -1-
<Page>

     "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.

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Debt Securities.

     "Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bearer Security" means any Debt Security established pursuant to Section
201 which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Debt Security in global bearer form.

     "Blockage Notice" has the meaning specified in Section 1603.

     "Board of Directors" means either the board of directors of the Company, or
the executive or any other committee of that board duly authorized to act in
respect hereof.

     "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. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms
thereof), such action may be taken by any committee of the Board of the Company
or any officer or employee of the Company authorized to take such action by a
Board Resolution.

     "Business Day", when used with respect to any Place of Payment, means any
day which is not a Saturday or Sunday and which is not a legal holiday or a day
on which banking institutions or trust companies in that Place of Payment are
authorized or obligated by law or executive order to close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, 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 on such date.

     "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.

                                       -2-
<Page>

     "Company Request" and "Company Order" mean, respectively, except as
otherwise provided in this Indenture, a written request or order signed in the
name of the Company by the Chairman of the Board, a Vice Chairman of the Board,
the President, a Vice President (any references to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the
title "Vice President"), the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, the Secretary or an Assistant Secretary of the Company
or by another officer of the Company duly authorized to sign by a Board
Resolution, and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at
_________________________________,
Attention: ___________________________________, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

     The term "corporation" includes corporations, associations, companies and
business trusts.

     The term "coupon" means any interest coupon appertaining to a Bearer
Security.

     "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.

     "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Debt Securities authenticated and
delivered under this Indenture.

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

     "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Debt Securities of any such series
shall mean the Depositary with respect to the Debt Securities of that series.

     "Designated Currency" has the meaning specified in Section 312.

     "Dollar" or "$" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

     "Euro" means the single currency of the European Monetary Union as defined
under EC Regulation 1103/97 adopted under Article 235 of the EU Treaty and under
EC Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any
successor European legislation from time to time.

                                       -3-
<Page>

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

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

     "Exchange Rate" shall have the meaning specified as contemplated in Section
301.

     "Exchange Rate Agent" shall have the meaning specified as contemplated in
Section 301.

     "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities denominated
in Euro, any other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, a Vice
President, the Treasurer, an Assistant Treasurer or the Controller of the
Company or the Exchange Rate Agent appointed pursuant to Section 301, and
delivered to the Trustee.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

     "GAAP" means, as of the date of any determination with respect thereto,
generally accepted accounting principles as used by the Financial Accounting
Standards Board and/or the American Institute of Certified Public Accountants,
consistently applied and maintained throughout the periods indicated.

     "Global Exchange Agent" has the meaning specified in Section 304.

     "Global Exchange Date" has the meaning specified in Section 304.

     "Global Security" means a Debt Security issued to evidence all or part of a
series of Debt Securities in accordance with Section 303.

     "Government Obligations" means, in respect of any series of Debt
Securities, securities of (i) the government which issued the currency in which
Debt Securities of such series are denominated and/or in which interest is
payable on the Debt Securities of such series or (ii) government agencies backed
by the full faith and credit of such government.

     "Holder", with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Security Register and, with
respect to a Bearer Security or a coupon, means the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented, amended or restated by or pursuant to one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities established as contemplated by
Section 301.

                                       -4-
<Page>

     The term "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", with respect to any Debt Security, means the
Stated Maturity of an installment of interest on such Debt Security.

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

     "Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

     "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 Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or counsel for
the Company, or who may be other counsel, which is delivered to the Trustee.

     "Original Issue Discount Security" means any Debt 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 Debt Securities means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

          (ii)   Debt Securities or portions thereof for whose payment or
     redemption money or Government Obligations 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 Debt
     Securities and any coupons appertaining thereto; provided, however, that if
     such Debt Securities are to be redeemed, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made; and

          (iii)  Debt Securities in exchange for or in lieu of which other Debt
     Securities have been authenticated and delivered, or which have been paid,
     pursuant to this Indenture; provided, however, that in determining whether
     the Holders of the requisite principal amount of Debt Securities
     Outstanding have given any request, demand, authorization, direction,
     notice, consent or waiver hereunder, Debt Securities owned by

                                       -5-
<Page>

     the Company or any other obligor upon the Debt 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 such request, demand, authorization, direction,
     notice, consent or waiver, only Debt Securities which a Responsible Officer
     of the Trustee actually knows to be so owned shall be so disregarded. Debt
     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 Debt Securities
     and that the pledgee is not the Company or any other obligor upon the Debt
     Securities or any Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Debt Securities on behalf
of the Company.

     "Pay the Debt Securities" has the meaning specified in Section 1603.

     "Payment Blockage Period" has the meaning specified in Section 1603.

     "Payment Default" has the meaning specified in Section 1603.

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

     "Place of Payment", when used with respect to the Debt Securities of any
series means any place where the principal of (and premium, if any) and interest
on the Debt Securities of that series are payable as specified as contemplated
by Section 301.

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

     "Preferred Stock", as applied to the capital stock of any corporation,
means stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets on any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of stock of any other class of such corporation.

     "Redemption Date", when used with respect to any Debt 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 Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "Registered Security" means any Debt Security in the form of Registered
Securities established pursuant to Section 201 which is registered in the
Security Register.

                                       -6-
<Page>

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

     "Remarketing Entity", when used with respect to Debt Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such
Debt Securities.

     "Repayment Date", when used with respect to any Debt Security to be repaid
upon exercise of an option for repayment by the Holder, means the date fixed for
such repayment pursuant to this Indenture.

     "Repayment Price", when used with respect to any Debt Security to be repaid
upon exercise of an option for repayment by the Holder, means the price at which
it is to be repaid pursuant to this Indenture.

     "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

     "Representative" means any trustee, agent or representative (if any) for an
issue of Senior Debt

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

     "Senior Debt" means:

          (1)    Debt of the Company, whether outstanding on the issue date of
     the Debt Securities or thereafter incurred,

          (2)    accrued and unpaid interest (including interest accruing on or
     after the filing of any petition in bankruptcy or for reorganization
     relating to the Company to the extent post-filing interest is allowed in
     such proceeding) in respect of (a) Debt of the Company for money borrowed
     and (b) Debt evidenced by notes, debentures, bonds or other similar
     instruments for the payment of which the Company is responsible or liable,

          (3)    all contingent reimbursement obligations of the Company with
     respect to letters of credit issued or supported by the Company's working
     capital lender(s) for the account of the Company or its Subsidiaries,

          (4)    all obligations, liabilities, contingent reimbursement
     obligations, fees and expenses owing by the Company to its working capital
     lender(s) and/or their affiliates pursuant to any service or facility
     extended to the Company by any such lender(s) or

                                       -7-
<Page>

     affiliates, including (a) credit cards, (b) credit card processing
     services, (c) debit cards, (d) purchase cards, (e) cash management or
     related services, or (f) interest rate, credit, commodity or equity swap,
     cap, floor, collar, forward foreign exchange, currency swap, cross currency
     rate swap, currency option or any combination of, or option with respect
     to, these or similar transactions, for the purpose of hedging the Company's
     or its Subsidiaries'; exposure to fluctuations in interest or exchange
     rates, loan, credit exchange, security or currency valuations or commodity
     prices, and

          (5)    all other monetary obligations of every nature of the Company
     owed under its working capital credit agreement(s) to its working capital
     lender(s), including, without limitation, premiums, liabilities,
     obligations, fees, charges, costs, expenses, lease payments and guaranties,
     whether direct or indirect, absolute or contingent, due or to become due,
     now existing or hereafter arising,

unless, in the case of (1) through (5) above, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are not senior or prior in right of payment to the Debt
Securities; provided, however, that Senior Debt shall not include:

          (1)    any obligation of the Company to any Subsidiary of the Company,

          (2)    any liability for federal, state, local or other taxes owed or
     owing by the Company,

          (3)    any accounts payable or other liability to trade creditors
     arising in the ordinary course of business (including guarantees thereof or
     instruments evidencing such liabilities),

          (4)    any Debt of the Company (and any accrued and unpaid interest in
     respect thereof) which is subordinate or junior in any respect to any other
     Debt or other obligation of the Company, or

          (5)    the Debt Securities.

     "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 Debt Security or any
installment of interest thereon, means the date specified in such Debt Security
or a coupon representing such installment of interest as the fixed date on which
the principal of such Debt Security or such installment is due and payable.

     "Subsidiary" means any corporation more than 50% of the outstanding shares
of Voting Stock, except for directors' qualifying shares, of which shall at the
time be owned, directly or indirectly, by the Company or by one or more of the
Subsidiaries, or by the Company and one or more other Subsidiaries.

                                       -8-
<Page>

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

     "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 Debt Securities
of any series shall mean the Trustee with respect to Debt Securities of that
series.

     "United States" means the United States of America (including the District
of Columbia) and its possessions.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Voting Stock", as applied to the stock (or the equivalent thereof) of any
corporation, means stock (or the equivalent thereof) of any class or classes,
however designated, entitled in the ordinary course to vote in an election of
directors of such corporation, other than stock (or such equivalent) having such
power only by reason of the happening of a contingency.

     "Wholly-owned Subsidiary" means any Subsidiary all the outstanding capital
stock of which, other than directors' qualifying shares, is owned by the Company
and its other Wholly-owned Subsidiaries.

     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, if so requested by the Trustee, an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (1)    a statement that each 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;

                                       -9-
<Page>

          (3)    a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her 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 or her certificate or opinion is
based is 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 opinions or representations with respect to such
matters is 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.

          (a)    Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing. If Debt Securities of a series are issuable in
     whole or in part as Bearer Securities, any request, demand, authorization,
     direction, notice, consent, waiver or other action provided by this
     Indenture to be given or taken by Holders may, alternatively, be embodied
     in and evidenced by the record of Holders of Debt Securities voting in
     favor thereof, either in person or by proxies duly appointed in writing, at
     any meeting of Holders of Debt Securities duly called and held in
     accordance with the provisions of Article Fourteen, or a combination of
     such instruments and any such record. Except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments or record or both are delivered to the Trustee, and, where it
     is hereby expressly required, to the Company. Such instrument or
     instruments and any such record (and the action embodied therein and
     evidenced thereby) are herein sometimes referred to as the "Act" of the
     Holders signing such

                                      -10-
<Page>

     instrument or instruments and so voting at any such meeting. Proof of
     execution of any such instrument or of a writing appointing any such agent,
     or the holding by any Person of a Debt Security, shall be sufficient for
     any purpose of this Indenture and (subject to Section 601) conclusive in
     favor of the Trustee and the Company, if made in the manner provided in
     this Section. The record of any meeting of Holders of Debt Securities shall
     be proved in the manner provided in Section 1406.

          (b)    The fact and date of the execution by any Person of any such
     instrument or writing may be proved in any manner which the Trustee deems
     sufficient.

          (c)    The ownership of Registered Securities shall be proved by the
     Security Register.

          (d)    The principal amount and serial numbers of Bearer Securities
     held by any Person, and the date of holding the same, may be proved by the
     production of such Bearer Securities or by a certificate executed, as
     depositary, by any trust company, bank, banker or other depositary,
     wherever situated, if such certificate shall be deemed by the Trustee to be
     satisfactory, showing that at the date therein mentioned such Person had on
     deposit with such depositary, or exhibited to it, the Bearer Securities in
     the amount and with the serial numbers therein described; or such facts may
     be proved by the certificate or affidavit of the Person holding such Bearer
     Securities, if such certificate or affidavit is deemed by the Trustee to be
     satisfactory. The Trustee and the Company may assume that such ownership of
     any Bearer Security continues until (1) another certificate or affidavit
     bearing a later date issued in respect of the same Bearer Security is
     produced, or (2) such Bearer Security is produced to the Trustee by some
     other person, or (3) such Bearer Security is surrendered in exchange for a
     Registered Security, or (4) such Bearer Security is no longer Outstanding.

          (e)    The fact and date of execution of any such instrument or
     writing, the authority of the Person executing the same and the principal
     amount and serial numbers of Bearer Securities held by the Person so
     executing such instrument or writing and the date of holding the same may
     also be proved in any other manner which the Trustee deems sufficient; and
     the Trustee may in any instance require further proof with respect to any
     of the matters referred to in this Section.

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

          (g)    For purposes of determining the principal amount of Outstanding
     Debt Securities of any series the Holders of which are required, requested
     or permitted to give any request, demand, authorization, direction, notice,
     consent, waiver or take any other Act under this Indenture, (i) each
     Original Issue Discount Security shall be deemed to have the principal
     amount determined by the Trustee that could be declared to be due and
     payable pursuant to the terms of such Original Issue Discount Security as
     of the date

                                      -11-
<Page>

     there is delivered to the Trustee and, where it is hereby expressly
     required, to the Company, such Act by Holders of the required aggregate
     principal amount of the Outstanding Debt Securities of such series and (ii)
     each Debt Security denominated in a Foreign Currency or composite currency
     shall be deemed to have the principal amount determined by the Exchange
     Rate Agent by converting the principal amount of such Debt Security in the
     currency in which such Debt Security is denominated into Dollars at the
     Exchange Rate as of the date such Act is delivered to the Trustee and,
     where it is hereby expressly required, to the Company, by Holders of the
     required aggregate principal amount of the Outstanding Debt Securities of
     such series.

          (h)    The Company may set any day as a record date for the purpose of
     determining the Holders of Outstanding Debt 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 Debt 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 Debt 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 (as defined
     below) by Holders of the requisite principal amount of Outstanding Debt
     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 Debt Securities of the relevant series on the date such
     action is taken. Promptly after any record date is set pursuant to this
     paragraph, the Company, at its own expense, shall cause notice of such
     record date, the proposed action by Holders and the applicable Expiration
     Date to be given to the Trustee in writing and to each Holder of Debt
     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 Debt Securities of any series entitled to join in the
giving or making of (i) any notice of an Event 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 Debt Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Debt
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 Debt
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

                                      -12-
<Page>

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 Debt 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 Debt
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 Debt 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.

     Section 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
other 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 (unless otherwise herein expressly provided),
     if made, given, furnished or filed in writing (which may be via original or
     facsimile, with original to follow promptly thereafter) to or with the
     Trustee at its Corporate Trust Office, 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 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.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at such Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series are
then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if
the Debt Securities of such series are then listed on the Luxembourg Stock
Exchange and such

                                      -13-
<Page>

stock exchange shall so require, in Luxembourg and, if the Debt Securities of
such series are then listed on any other stock exchange outside the United
States and such stock exchange shall so require, in any other required city
outside the United States or, if not practicable, in Europe on a Business Day at
least twice, the first such publication to be not later than the latest date and
not earlier than the earliest date prescribed for the giving of such notice.

     In case, by reason of the suspension of or irregularities in regular mail
service or for any other reason, it shall be impossible or impracticable to mail
notice of any event to Holders of Registered Securities when said notice is
required to be given pursuant to any provision of this Indenture or of the Debt
Securities, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice. In any
case where notice to Holders of Registered Securities is to be given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Registered Security shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice by publication to Holders of Bearer Securities given
as provided above.

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
as provided above, then such method of publication or notification as shall be
made with the approval of the Trustee shall constitute a sufficient publication
of such notice. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

     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.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

     Section 107. CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

     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.

                                      -14-
<Page>

     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 Debt Securities or any
coupons 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 Debt Securities or any coupons, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 112. GOVERNING LAW; WAIVER OF JURY TRIAL.

     This Indenture and the Debt Securities and any coupons shall be governed by
and construed in accordance with the laws of the State of New York. Each of the
Company and the Trustee hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture, the Debt Securities or
the transaction contemplated hereby.

     Section 113. LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date, Repayment
Date or Stated Maturity of any Debt Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
of the Debt Securities or any coupons) 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, Redemption Date,
Repayment Date or at the Stated Maturity, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity, as the case may be.

     Section 114. EXEMPTION FROM INDIVIDUAL LIABILITY.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Debt Security or any coupon, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason

                                      -15-
<Page>

of the obligations, covenants or agreements contained in this Indenture or in
any of the Debt Securities or any coupon or implied therefrom; and that any and
all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debt Securities or any coupon or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of such Debt Securities.

     Section 115. COUNTERPARTS.

     This Indenture 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 Indenture.

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

     Section 201. FORMS GENERALLY.

     The Registered Securities, if any, and the Bearer Securities and related
coupons, if any, of each series shall be in substantially the form (including
temporary or permanent global form) as shall be established in or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange,
or as may, consistently herewith, be determined by the officers executing such
Debt Securities or coupons, as evidenced by their signatures on the Debt
Securities or coupons. If the form of Debt Securities of any series or coupons
(including any such Global Security) 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 Debt
Securities or coupons.

     Unless otherwise specified as contemplated by Section 301, Debt Securities
in bearer form other than Debt Securities in temporary or permanent global form
shall have coupons attached.

     The definitive Debt Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Debt Securities,
as evidenced by the execution of such Debt Securities and coupons.

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

                                      -16-
<Page>

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.


                                        -----------------------
                                        as Trustee


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

     Section 203. DEBT SECURITIES IN GLOBAL FORM.

     If Debt Securities of a series are issuable in whole or in part in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(10) of Section 301 and the provisions of Section 302, such Global Security
shall represent such of the outstanding Debt Securities of such series as shall
be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Debt Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Debt Securities represented thereby shall be made in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304.

     The provisions of the last sentence of Section 303(g) shall apply to any
Debt Securities represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of
Debt Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303(g).

     Global Securities may be issued in either registered or bearer form and in
permanent form or, in the case of Bearer Securities, either temporary or
permanent form.

                                  ARTICLE THREE

                               THE DEBT SECURITIES

     Section 301. AMOUNT UNLIMITED; ISSUANCE IN SERIES.

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

     The Debt Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Debt Securities of any series:

                                      -17-
<Page>

          (1)    the title of the Debt Securities of the series (which shall
     distinguish the Debt Securities of the series from all other Debt
     Securities);

          (2)    the limit, if any, upon the aggregate principal amount of the
     Debt Securities of the series which may be authenticated and delivered
     under this Indenture (except for Debt Securities authenticated and
     delivered upon registration of transfer of, or in exchange for, or in lieu
     of, other Debt Securities of the series pursuant to Section 304, 305, 306,
     906, 1107 or 1303 and except for any Debt Securities which, pursuant to
     Section 303, are deemed never to have been authenticated and delivered
     hereunder);

          (3)    the date or dates on which the principal and premium, if any,
     of the Debt Securities of the series are payable;

          (4)    the rate or rates, if any, at which the Debt Securities of the
     series shall bear interest, or the method or methods by which such rate or
     rates may be determined, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which such interest shall be payable,
     the Regular Record Date for the interest payable on any Registered Security
     on any Interest Payment Date and the circumstances, if any, in which the
     Company may defer interest payments;

          (5)    the place or places where, subject to the provisions of Section
     1002, the principal of (and premium, if any) and interest on Debt
     Securities of the series shall be payable, any Registered Securities of the
     series may be surrendered for registration of transfer, Debt Securities of
     the series may be surrendered for exchange and notices and demands to or
     upon the Company in respect of the Debt Securities of the series and this
     Indenture may be served and where notices to Holders pursuant to Section
     106 will be published;

          (6)    if applicable, the period or periods within which or the date
     or dates on which, the price or prices at which and the terms and
     conditions upon which Debt Securities of the series may be redeemed, in
     whole or in part, at the option of the Company;

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

          (8)    whether Debt Securities of the series are to be issuable as
     Registered Securities, Bearer Securities or both, whether Debt Securities
     of the series are to be issuable with or without coupons or both and, in
     the case of Bearer Securities, the date as of which such Bearer Securities
     shall be dated if other than the date of original issuance of the first
     Debt Security of such series of like tenor and term to be issued;

          (9)    whether the Debt Securities of the series shall be issued in
     whole or in part in the form of a Global Security or Securities and, in
     such case, the Depositary and

                                      -18-
<Page>

     Global Exchange Agent for such Global Security or Securities, whether such
     global form shall be permanent or temporary and, if applicable, the Global
     Exchange Date;

          (10)   if Debt Securities of the series are to be issuable initially
     in the form of a temporary Global Security, the circumstances under which
     the temporary Global Security can be exchanged for definitive Debt
     Securities and whether the definitive Debt Securities will be Registered
     and/or Bearer Securities and will be in global form and whether interest in
     respect of any portion of such Global Security payable in respect of an
     Interest Payment Date prior to the Global Exchange Date shall be paid to
     any clearing organization with respect to a portion of such Global Security
     held for its account and, in such event, the terms and conditions
     (including any certification requirements) upon which any such interest
     payment received by a clearing organization will be credited to the Persons
     entitled to interest payable on such Interest Payment Date if other than as
     provided in this Article Three;

          (11)   whether, and under what conditions, additional amounts will be
     payable to Holders of Debt Securities of the series pursuant to Section
     1006;

          (12)   the denominations in which any Registered Securities of the
     series shall be issuable, if other than denominations of $1,000 and any
     integral multiple thereof, and the denominations in which any Bearer
     Securities of such series shall be issuable, if other than the denomination
     of $5,000;

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

          (14)   the currency or currencies of denomination of the Debt
     Securities of any series, which may be in Dollars, any Foreign Currency or
     any composite currency, including but not limited to the Euro, and, if any
     such currency of denomination is a composite currency other than the Euro,
     the agency or organization, if any, responsible for overseeing such
     composite currency;

          (15)   the currency or currencies in which payment of the principal of
     (and premium, if any) and interest on the Debt Securities will be made, any
     other currency or currencies in which payment of the principal of (and
     premium, if any) or the interest on Registered Securities, at the election
     of each of the Holders thereof, may also be payable and the periods within
     which and the terms and conditions upon which such election is to be made,
     and the Exchange Rate and Exchange Rate Agent;

          (16)   if the amount of payments of principal of (and premium, if any)
     or interest on the Debt Securities of the series may be determined with
     reference to an index, the manner in which such amounts shall be
     determined;

          (17)   if payments of principal of (and premium, if any) or interest
     on the Debt Securities of the series are to be made in a Foreign Currency
     other than the currency in which such Debt Securities are denominated, the
     manner in which the Exchange Rate with respect to such payments shall be
     determined;

                                      -19-
<Page>

          (18)   any Events of Default with respect to Debt Securities of such
     series, if not set forth herein and any Events of Default set forth herein
     that shall not apply to the Debt Securities of such series;

          (19)   any other covenant or warranty included for the benefit of the
     Debt Securities of the series in addition to (and not inconsistent with)
     those set forth herein for the benefit of Debt Securities of all series, or
     any other covenant or warranty included for the benefit of Debt Securities
     of the series in lieu of any covenant or warranty set forth herein for the
     benefit of Debt Securities of all series, or any provision that any
     covenant or warranty set forth herein for the benefit of Debt Securities of
     all series shall not be for the benefit of Debt Securities of such series,
     or any combination of such covenants, warranties or provisions and whether
     the provisions of Section 1009 will not apply to such covenants and
     warranties;

          (20)   the terms and conditions, if any, pursuant to which the
     Company's obligations under this Indenture may be terminated through the
     deposit of money or Government Obligations as provided in Articles Four and
     Fifteen;

          (21)   the Person or Persons who shall be Security Registrar for the
     Debt Securities of such series if other than the Trustee, and the place or
     places where the Security Register for such series shall be maintained and
     the Person or Persons who will be the initial Paying Agent or Agents, if
     other than the Trustee;

          (22)   if the Debt Securities of the series are convertible or
     exchangeable for any securities of any Person (including the Company), the
     terms and conditions upon which such Debt Securities will be convertible or
     exchangeable;

          (23)   the terms upon which the Debt Securities of the series will be
     subordinated in right of payment to senior indebtedness; and

          (24)   any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Debt Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

     Debt Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption or Repayment Dates and may be
denominated in different currencies or payable in different currencies.

     If any of the terms of a series of Debt Securities are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the

                                      -20-
<Page>

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.

     Debt Securities of each series shall be issuable in such form and
denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers' Certificate
delivered pursuant to Section 301. In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denominations of $5,000.

     Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          (a)    The Debt Securities shall be executed on behalf of the Company
     by its Chairman of the Board, a Vice Chairman of the Board, the President,
     a Vice President, the Treasurer or one of its Assistant Treasurers and by
     its Secretary or one of its Assistant Secretaries. The signature of any of
     these officers on the Debt Securities may be manual or facsimile. Coupons
     shall bear the facsimile signature of an authorized officer of the Company.

     Debt Securities and coupons 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 Debt
Securities or coupons of any series or did not hold such offices at the date of
such Debt Securities or coupons.

          (b)    At any time and from time to time after the execution and
     delivery of this Indenture, Debt Securities of any series may be executed
     by the Company and delivered to the Trustee for authentication, and, except
     as otherwise provided in this Article Three, shall thereupon be
     authenticated and delivered by the Trustee upon Company Order, without any
     further action by the Company; provided, however, that, in connection with
     its original issuance, a Bearer Security may be delivered only outside the
     United States and, except in the case of a temporary Global Security, only
     if the Company or its agent shall have received the certification required
     pursuant to Sections 304(b)(iii) and (iv), unless such certification shall
     have been provided earlier pursuant to Section 304(b)(v) hereof, and only
     if the Company has no reason to know that such certification is false.

     To the extent authorized in or pursuant to a Board Resolution and set forth
in an Officers' Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer
or employee of the Company, may be electronically transmitted, and may provide
instructions as to registration of holders, principal amounts, rates of
interest, maturity dates and other matters contemplated by such Board Resolution
and Officers' Certificate or supplemental indenture to be so instructed in
respect thereof. Before authorizing and delivering the first Debt Securities of
any series (and upon request of the Trustee thereafter), the Company shall
deliver to the Trustee (i) the certificates called for under Sections 201 and
301 hereof and (ii) an Opinion of Counsel described in the next sentence.

                                      -21-
<Page>

     In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any such Debt Securities,
the Trustee shall be entitled to receive, prior to the initial authentication of
such Debt Securities, and (subject to Section 601) shall be fully protected in
relying upon:

          (i)    a Board Resolution relating thereto and, if applicable, an
     appropriate record of any action taken pursuant to such resolution
     certified by the Secretary or an Assistant Secretary of the Company;

          (ii)   an executed supplemental indenture, if any, relating thereto;

          (iii)  an Officers' Certificate setting forth the form and terms of
     the Debt Securities of such series and coupons, if any, pursuant to
     Sections 201 and 301 and stating that all conditions precedent provided for
     in this Indenture relating to the issuance of such Debt Securities have
     been complied with; and

          (iv)   an Opinion of Counsel stating

          (A)    that the form of such Debt Securities and coupons, if any, has
     been established in or pursuant to a Board Resolution or by a supplemental
     indenture as permitted by Section 201 in conformity with the provisions of
     this Indenture;

          (B)    that the terms of such Debt Securities and coupons, if any,
     have been established in or pursuant to a Board Resolution or by a
     supplemental indenture as permitted by Section 301 in conformity with the
     provisions of this Indenture; and

          (C)    that such Debt Securities and coupons, if any, 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 binding obligations of the Company, enforceable
     in accordance with their terms, subject, as to enforcement of remedies, to
     applicable bankruptcy, reorganization, insolvency, moratorium or other laws
     affecting creditors' rights generally and the application of general
     principles of equity and except further as enforcement thereof may be
     limited by (i) requirements that a claim with respect to any Debt
     Securities denominated other than in Dollars (or a Foreign Currency or
     currency unit judgment in respect of such claim) be converted into Dollars
     at a rate of exchange prevailing on a date determined pursuant to
     applicable law or (ii) governmental authority to limit, delay or prohibit
     the making of payments in Foreign Currencies or currency units or payments
     outside the United States.

          (c)    If the Company shall establish pursuant to Section 301 that the
     Debt Securities of a series are to be issued in whole or in part in the
     form of one or more Global Securities, then the Company shall execute and
     the Trustee shall, in accordance with this Section and the Company Order
     with respect to such series, authenticate and deliver one or more Global
     Securities in permanent or temporary form that (i) shall represent and
     shall be denominated in an aggregate amount equal to the aggregate
     principal amount of the Outstanding Debt Securities of such series to be
     represented by one or more Global Securities, (ii) shall be registered in
     the name of the Depositary for

                                      -22-
<Page>

     such Global Security or Securities or the nominee of such Depositary and
     (iii) shall be delivered by the Trustee to such Depositary or pursuant to
     such Depositary's instructions.

          (d)    The Trustee shall have the right to decline to authenticate and
     deliver any Debt Securities under this Section 303 if the issuance of such
     Debt Securities will adversely affect the Trustee's own rights, duties or
     immunities under the Debt Securities and this Indenture or otherwise in a
     manner which is not reasonably acceptable to the Trustee.

          (e)    If all the Debt Securities of any series are not to be issued
     at onetime, it shall not be necessary to deliver an Opinion of Counsel at
     the time of issuance of each Debt Security, but such Opinion of Counsel,
     with appropriate modifications, may instead be delivered at or prior to the
     time of the first issuance of Debt Securities of such series.

          (f)    Each Registered Security shall be dated the date of its
     authentication. Each Bearer Security shall be dated as of the date
     specified as contemplated by Section 301.

          (g)    No Debt Security or coupon attached thereto shall be entitled
     to any benefit under this Indenture or be valid or obligatory for any
     purpose, unless there appears on such Debt Security a certificate of
     authentication substantially in the form provided for herein executed by
     the Trustee, and such certificate upon any Debt Security shall be
     conclusive evidence, and the only evidence, that such Debt Security has
     been duly authenticated and delivered hereunder. Except as permitted by
     Section 306, the Trustee shall not authenticate and deliver any Bearer
     Security unless all appurtenant coupons for interest then matured have been
     detached and cancelled. Notwithstanding the foregoing, if any Debt Security
     or portion thereof shall have been duly authenticated and delivered
     hereunder but never issued and sold by the Company, and the Company shall
     deliver such Debt Security to the Trustee for cancellation as provided in
     Section 309 together with a written statement (which need not comply with
     Section 102 and need not be accompanied by an Opinion of Counsel) stating
     that such Debt Security or portion thereof has never been issued and sold
     by the Company, for all purposes of this Indenture such Debt Security shall
     be deemed never to have been authenticated and delivered hereunder and
     shall never be entitled to the benefits of this Indenture.

          (h)    Each Depositary designated pursuant to Section 301 for a Global
     Security in registered form must, at the time of its designation and at all
     times while it serves as Depositary, be a clearing agency registered under
     the Securities Exchange Act of 1934 and any other applicable statute or
     regulation.

     Section 304. TEMPORARY DEBT SECURITIES.

          (a)    Pending the preparation of definitive Debt Securities of any
     series, the Company may execute, and upon receipt of documents required by
     Sections 301 and 303, together with a Company Order, the Trustee shall
     authenticate and deliver, temporary Debt Securities which are printed,
     typewritten or otherwise produced, in any denomination, substantially of
     the tenor and terms of the definitive Debt Securities in lieu of which they
     are issued in registered form or, if authorized, in bearer form with one or
     more coupons or without coupons, and with such appropriate insertions,
     omissions,

                                      -23-
<Page>

     substitutions and other variations as the officers executing such Debt
     Securities may determine, as evidenced by their signatures on such Debt
     Securities. In the case of Debt Securities of any series issuable as Bearer
     Securities, such temporary Debt Securities may be in global form,
     representing all or any part of the Outstanding Debt Securities of such
     series.

          (b)    Unless otherwise provided pursuant to Section 301:

          (i)    Except in the case of temporary Debt Securities in global form,
     if temporary Debt Securities of any series are issued, the Company will
     cause definitive Debt Securities of such series to be prepared without
     unreasonable delay. After the preparation of definitive Debt Securities of
     such series, the related temporary Debt Securities shall be exchangeable
     for such definitive Debt Securities upon surrender of the temporary Debt
     Securities of such series at the office or agency of the Company in the
     Place of Payment for such series, without charge to the Holder. Upon
     surrender for cancellation of any one or more temporary Debt Securities of
     any series (accompanied, if applicable, by all unmatured coupons and all
     matured coupons in default appertaining thereto), the Company shall execute
     and the Trustee shall authenticate and deliver in exchange therefor a like
     principal amount of definitive Debt Securities of the same series of like
     tenor and terms and of authorized denominations; provided, however, that no
     Bearer Security shall be delivered in exchange for a Registered Security;
     and provided, further, that a Bearer Security shall be delivered in
     exchange for a Bearer Security only in compliance with the conditions set
     forth in Section 305.

          (ii)   If Debt Securities of any series are issued in temporary global
     form, any such temporary Global Security shall, unless otherwise provided
     pursuant to Section 301, be delivered to the Depositary for credit to the
     respective accounts of the beneficial owners of such Debt Securities (or to
     such other accounts as they may direct).

          (iii)  Without unnecessary delay but in any event not later than the
     date specified in, or determined pursuant to the terms of, any such
     temporary Global Security (the "Global Exchange Date"), the Company shall
     deliver definitive Debt Securities to the Trustee or the agent appointed by
     the Company pursuant to Section 301 to effect the exchange of the temporary
     Global Security for definitive Debt Securities (the "Global Exchange
     Agent"), in an aggregate principal amount equal to the principal amount of
     such temporary Global Security, executed by the Company. On or after the
     Global Exchange Date, such temporary Global Security shall be surrendered
     by the Depositary to the Global Exchange Agent, to be exchanged, in whole
     or from time to time in part, for definitive Debt Securities without charge
     and the Trustee or the Global Exchange Agent, if authorized by the Trustee
     pursuant to Section 614, shall authenticate and deliver, in exchange for
     each portion of such temporary Global Security, an equal aggregate
     principal amount of definitive Debt Securities of the same series of
     authorized denominations and of like tenor and terms as the portion of such
     temporary Global Security to be exchanged. Upon any exchange of a part of
     such temporary Global Security for definitive Debt Securities, the portion
     of the principal amount and any interest thereon so exchanged shall be
     endorsed by the Global Exchange Agent on a schedule to such temporary
     Global Security, whereupon the principal amount and interest payable with
     respect to such temporary Global Security shall be reduced for all purposes

                                      -24-
<Page>

     by the amount so exchanged and endorsed. The definitive Debt Securities to
     be delivered in exchange for any such temporary Global Security shall be in
     bearer form, registered form, global registered form or global bearer form,
     or any combination thereof, as specified as contemplated by Section 301,
     and, if any combination thereof is so specified, as requested by the
     beneficial owner thereof; provided, however, that definitive Bearer
     Securities (including a definitive Global Bearer Security) shall be
     delivered in exchange for a portion of a temporary Global Security only in
     compliance with the requirements of Section 303.

          (iv)   The interest of a beneficial owner of Debt Securities of a
     series in a temporary Global Security shall be exchanged for definitive
     Debt Securities of the same series and of like tenor and terms following
     the Global Exchange Date upon request by the account holder and, in the
     case of the exchange of the temporary Global Security for definitive Bearer
     Securities (including a definitive Global Bearer Security), the account
     holder delivers a certificate in the form set forth in Exhibit A-1 and, if
     applicable, A-2 to this Indenture, dated no earlier than 15 days prior to
     the Global Exchange Date, copies of which certificate shall be available
     from the Global Exchange Agent, any authenticating agent appointed for such
     series of Debt Securities and each Paying Agent. Unless otherwise specified
     in such temporary Global Security, any such exchange shall be made free of
     charge to the beneficial owners of such temporary Global Security, except
     that a Person receiving definitive Debt Securities must bear the cost of
     insurance, postage, transportation and the like in the event that such
     Person does not take delivery of such definitive Debt Securities in person
     at the offices of Global Exchange Agent. Definitive Debt Securities in
     bearer form to be delivered in exchange for any portion of a temporary
     Global Security shall be delivered only outside the United States.

          (v)    Until exchanged in full as hereinabove provided, the temporary
     Debt Securities of any series shall in all respects be entitled to the same
     benefits under this Indenture as definitive Debt Securities of the same
     series and of like tenor and terms authenticated and delivered hereunder.

     Section 305. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at one of the offices or agencies to be
maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series which are
Registered Securities, a register (herein sometimes 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 Registered Securities and of
transfers of Registered Securities. Pursuant to Section 301, the Company shall
appoint, with respect to Debt Securities of each series which are Registered
Securities, a "Security Registrar" for the purpose of registering such Debt
Securities and transfers and exchanges of such Debt Securities as herein
provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denomination or denominations,
of like tenor and terms and aggregate principal amount.

                                      -25-
<Page>

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
form and denomination, of like tenor and terms and aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Bearer Securities may not be delivered in exchange for Registered
Securities.

     At the option of the Holder, Registered Securities or Bearer Securities of
any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in
global form) of the same series, of any authorized denominations and of like
tenor and terms and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor and terms after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be.

     Whenever any Debt Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Debt
Securities which the Holder making the exchange is entitled to receive.

     If at any time the Depositary for the Debt Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Debt Securities of such series or if at any time the Depositary for the Debt
Securities of such series shall no longer be eligible under Section 303(h), the
Company shall appoint a successor Depositary with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election pursuant
to Section 301(9) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, Debt Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or

                                      -26-
<Page>

Securities. Neither the Trustee nor any agent shall have any responsibility for
any actions taken or not taken by the Depositary.

     The Company may at any time and in its sole discretion determine that the
Debt Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in
whole or in part for Debt Securities of such series of like tenor and terms and
in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without charge to any Holder,

          (a)    to each Person specified by such Depositary a new Debt Security
     or Securities of the same series, of like tenor and terms and of any
     authorized denominations as requested by such person in aggregate principal
     amount equal to and in exchange for such Person's beneficial interest in
     the Global Security; and

          (b)    to such Depositary a new Global Security of like tenor and
     terms and in a denomination equal to the difference, if any, between the
     principal amount of the surrendered Global Security and the aggregate
     principal amount of Debt Securities delivered to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations, if the
Debt Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in Exhibit A-1 and,
if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

     Upon the exchange of a Global Security for Debt Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such

                                      -27-
<Page>

Registered Securities to the persons in whose names such Debt Securities are so
registered. The Trustee shall deliver Bearer Securities issued in exchange for a
Global Security pursuant to this Section to the persons, and in such authorized
denominations, as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Global Security unless the
Company or its agent shall have received from the person entitled to receive the
definitive Bearer Security a certificate substantially in the form set forth in
Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery
of a Bearer Security shall occur only outside the United States; and provided
further that no definitive Bearer Security will be issued if the Company has
reason to know that any such certificate is false.

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

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

     No charge to any Holder shall be made for any registration of transfer or
exchange of Debt 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 transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities of any particular series to be redeemed for a period of
fifteen days preceding the first publication of the relevant notice of
redemption or, if Registered Securities are outstanding and there is no
publication, the mailing of the relevant notice of redemption of Debt Securities
of such series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of such Registered Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
like tenor and terms of that series, provided that such Registered Security
shall be simultaneously surrendered for redemption.

     Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws and regulations then in effect and the Company has
delivered to the

                                      -28-
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Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Trustee receives a subsequent Company Order to
the contrary. The Company shall deliver copies of such Company Orders to the
Security Registrar.

     Section 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

     If (i) any mutilated Debt Security or a Bearer Security with a mutilated
coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security, to
the Trustee, or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security or coupon,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Company and the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of like tenor
and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Debt Security or to the Debt Security to which
such destroyed, lost or stolen coupon appertains; provided, however, that any
such new Bearer Security will be delivered only in compliance with the
conditions set forth in Section 305.

     In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States; and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

     Upon the issuance of any new Debt Security or coupons 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 and printing expenses)
connected therewith.

     Every new Debt Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Bearer Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series and their coupons, if any,
duly issued hereunder.

                                      -29-
<Page>

     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 Debt Securities or coupons.

     Section 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Interest on any Registered 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 Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture. At the option of the Company, payment of interest on any Registered
Security may be made by check in the currency designated for such payment
pursuant to the terms of such Registered Security mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account in such currency designated by such Person in
writing not later than fifteen days prior to the date of such payment.

     Any interest on any Registered 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
registered Holder on the relevant Regular Record Date by virtue of his 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 Registered 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 Registered 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 and/or Government Obligations the payments of
     principal and interest on which when due (and without reinvestment) will
     provide money in such amounts as will (together with any money irrevocably
     deposited in trust with the Trustee, without investment) be 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 and/or Government
     Obligations 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. Unless the Trustee is acting

                                      -30-
<Page>

     as the Security Registrar, promptly after such Special Record Date, the
     Company shall furnish the Trustee with a list, or shall make arrangements
     satisfactory to the Trustee with respect thereto, of the names and
     addresses of, and principal amounts of Registered Securities of such series
     held by, the Holders appearing on the Security Register at the close of
     business on such Special Record Date. In the name and at the expense of the
     Company, the Trustee shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of Registered Securities of
     such series at his address as it appears in the Security Register, not less
     than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been mailed as aforesaid, such Defaulted Interest shall be paid to
     the Persons in whose names the Registered 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). In case a Bearer Security of any
     series is surrendered at the office or agency in a Place of Payment for
     such series in exchange for a Registered Security of such series after the
     close of business at such office or agency on any Special Record Date and
     before the opening of business at such office or agency on the related
     proposed date for payment of Defaulted Interest, such Bearer Security shall
     be surrendered without the coupon relating to such proposed date of payment
     and Defaulted Interest will not be payable on such proposed date of payment
     in respect of the Registered Security issued in exchange for such Bearer
     Security, but will be payable only to the Holder of such coupon when due in
     accordance with the provisions of this Indenture.

          (2)    The Company may make payment of any Defaulted Interest on the
     Registered Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which the
     Registered 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 Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

     Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive the
interest payable on such coupon upon presentation and surrender of such coupon
on or after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.

     Section 308. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or of the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 307)
interest on such Registered Security and for all other purposes whatsoever,
whether or not

                                      -31-
<Page>

such Registered 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.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon 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.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     Section 309. CANCELLATION.

     Unless otherwise provided with respect to a series of Debt Securities, all
Debt Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture shall, if surrendered to the Company or any agent of the Company, 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 Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be disposed of by the Trustee
in accordance with customary procedures.

     Section 310. COMPUTATION OF INTEREST.

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

     Section 311. CERTIFICATION BY A PERSON ENTITLED TO DELIVERY OF A BEARER
SECURITY.

     Whenever any provision of this Indenture or a Debt Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee, whose consent shall not
unreasonably be withheld.

     Section 312. JUDGMENTS.

     The Company agrees that, to the fullest extent possible under applicable
law and except as may otherwise be specified as contemplated in Section 301, (a)
the obligation, if any, of the Company to pay the principal of (and premium, if
any) and interest on the Debt Securities of any

                                      -32-
<Page>

series and any appurtenant coupons in a Foreign Currency, composite currency or
Dollars (the "Designated Currency") as may be specified pursuant to Section 301
is of the essence, and judgments in respect of such Debt Securities shall be
given in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of (and premium, if any)
and interest on such Debt Securities and any appurtenant coupons shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other
currency (after any premium and cost of exchange) in the country of issue of the
Designated Currency in the case of Foreign Currency or Dollars or in the
international banking community in the case of a composite currency on the
Business Day immediately following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that may be so purchased
for any reason falls short of the amount originally due, the Company shall pay
such additional amounts as may be necessary to compensate for such shortfall;
and (d) any obligation of the Company not discharged by such payment shall be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

     Section 313. CUSIP NUMBERS.

     The Company in issuing the Debt Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Debt Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debt Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the "CUSIP" numbers.

                                  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
Debt Securities herein expressly provided for and rights to receive payments of
principal and interest thereon and any right to receive additional amounts, as
provided in Section 1006) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture when

          (1)    either

          (A)    all Debt Securities theretofore authenticated and delivered and
     all coupons appertaining thereto (other than (i) coupons appertaining to
     Bearer Securities surrendered in exchange for Registered Securities and
     maturing after such exchange, surrender of which is not required or has
     been waived as provided in Section 305, (ii) Debt Securities

                                      -33-
<Page>

     and coupons which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 306, (iii) coupons appertaining to
     Bearer Securities called for redemption or surrendered for repayment and
     maturing after the relevant Redemption Date or Repayment Date, as
     appropriate, surrender of which has been waived as provided in Section 1106
     or 1303 and (iv) Debt Securities and coupons for whose payment money and/or
     Government Obligations have 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 cancelled or for cancellation; or

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

          (ii)   have become due and payable, or

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

          (iv)   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 (B)(i), (B)(ii) or (B)(iii) above, has
     irrevocably deposited or caused to be deposited with the Trustee as trust
     funds in trust for the purpose money and/or Government Obligations the
     payments of principal and interest on which when due (and without
     reinvestment) will provide money in such amounts as will (together with any
     money irrevocably deposited in trust with the Trustee, without investment)
     be sufficient to pay and discharge the entire indebtedness on such Debt
     Securities and coupons of such series for principal (and premium, if any)
     and interest, and any mandatory sinking fund, repayment or analogous
     payments thereon, on the scheduled due dates therefor to the date of such
     deposit (in the case of Debt Securities and coupons which have become due
     and payable) or to the Stated Maturity or Redemption Date, if any, and all
     Repayment Dates (in the case of Debt Securities repayable at the option of
     the Holders thereof); provided, however, that in the event a petition for
     relief under any applicable Federal or state bankruptcy, insolvency,
     reorganization or other similar law is filed with respect to the Company
     within 91 days after the deposit, the obligations of the Company under the
     Indenture with respect to the Debt Securities of such series shall not be
     deemed terminated or discharged, and in such event the Trustee shall be
     required to return the deposited money and Government Obligations then held
     by the Trustee to the Company;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Government Obligations shall have

                                      -34-
<Page>

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.

     Section 402. APPLICATION OF TRUST MONEY AND GOVERNMENT OBLIGATIONS.

          (a)    Subject to the provisions of the last paragraph of Section
     1003, all money and Government Obligations deposited with the Trustee
     pursuant to Section 401, 403 or 1501 shall be held in trust and such money
     and the principal and interest received on such Government Obligations
     shall be applied by it, in accordance with the provisions of the Debt
     Securities, any coupons and this Indenture, to the payment, either directly
     or through any Paying Agent (including the Company acting as its own Paying
     Agent) as the Trustee may determine, to the Persons entitled thereto, of
     the principal (and premium, if any) and interest for whose payment such
     money or Government Obligations have been deposited with the Trustee. Money
     and Government Obligations so held in trust are not subject to Article
     Sixteen.

          (b)    The Trustee shall deliver or pay to the Company from time to
     time upon Company Request any Government Obligations or money held by it as
     provided in Section 403 or 1501 which, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, are then in excess of the
     amount thereof which then would have been required to be deposited for the
     purpose for which such Government Obligations or money were deposited or
     received.

          (c)    The Trustee shall deliver to the Company from time to time upon
     Company Request any Government Obligations held by it as provided in
     Section 403 or 1501, provided that the Company in substitution therefor
     simultaneously delivers to the Trustee, money or other Government
     Obligations which, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, would then be sufficient to satisfy the Company's
     payment obligations in respect of the Debt Securities in the manner
     contemplated by Section 403 or 1501.

     Section 403. SATISFACTION, DISCHARGE AND DEFEASANCE OF DEBT SECURITIES OF
ANY SERIES.

     If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such
Outstanding Debt Securities and related coupons shall no longer be in effect
(except as to (A) the rights of Holders of Debt Securities to receive, from the
trust fund described in subparagraph (1) below, payment of (x) the principal of
(and premium, if any) and any installment of principal of (and premium, if any)
or interest on such Debt Securities and related coupons on the Stated Maturity
of such principal (and premium, if any) or installment of principal (and
premium, if any) or interest or (y) any mandatory sinking fund, repayment or
analogous payments applicable to the Debt Securities of that series on that day
on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, (B) the Company's obligations with
respect to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and

                                      -35-
<Page>

1006, and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including those under Section 607 hereof); and (iii) the Trustee, at
the expense of the Company, shall, upon Company Order, execute proper
instruments acknowledging satisfaction and discharge of such indebtedness, when

          (1)    either

          (A)    with respect to all Outstanding Debt Securities of such series
     and related coupons, with reference to this Section 403, the Company has
     deposited or caused to be deposited with the Trustee irrevocably, as trust
     funds in trust, money and/or Government Obligations the payments of
     principal and interest on which when due (and without reinvestment) will
     provide money in such amounts as will (together with any money irrevocably
     deposited in trust with the Trustee, without investment) be sufficient to
     pay and discharge (i) the principal of (and premium, if any) and interest
     on the Outstanding Debt Securities of that series on the Stated Maturity of
     such principal or interest or, if such series may be redeemed by the
     Company prior to the Stated Maturity thereof and the Company shall have
     given irrevocable instructions to the Trustee to effect such redemption, at
     the date fixed for such redemption pursuant to Article Eleven, and (ii) any
     mandatory sinking fund payments or analogous payments applicable to Debt
     Securities of such series on the date on which such payments are due and
     payable in accordance with the terms of this Indenture and of such Debt
     Securities; or

          (B)    the Company has properly fulfilled such other means of
     satisfaction and discharge as is specified, as contemplated by Section 301,
     to be applicable to the Debt Securities of such series;

          (2)    Company has paid or caused to be paid all sums payable with
     respect to the Outstanding Debt Securities of such series and related
     coupons;

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

          (4)    no Event of Default or event which, with the giving of notice
     or lapse of time, or both, would become an Event of Default pursuant to
     Section 501(1), (2), (3), (6) or (7) with respect to the Debt Securities of
     such series shall have occurred and be continuing on the date of such
     deposit and no Event of Default under Section 501(6) or Section 501(7) or
     event which, with the giving of notice or lapse of time, or both, would
     become an Event of Default under Section 501(6) or Section 501(7) shall
     have occurred and be continuing on the 91st day after such date; provided,
     however, that should that condition fail to be satisfied on or before such
     91st day, the Trustee shall promptly, upon satisfactory receipt of evidence
     of such failure, return such deposit to the Company;

          (5)    if the Debt Securities of that series are then listed on any
     domestic or foreign securities exchange, the Company shall have delivered
     to the Trustee an Opinion of Counsel to the effect that such deposit,
     defeasance and discharge will not cause such Debt Securities to be
     delisted; and

                                      -36-
<Page>

          (6)    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
     the entire indebtedness of all Outstanding Debt Securities and related
     coupons have been complied with.

     Any deposits with the Trustee referred to in Section 403(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow or trust agreement
in form and substance satisfactory to the Trustee. If any Outstanding Debt
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow or trust agreement
shall provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

     Upon the satisfaction of the conditions set forth in this Section 403 with
respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

     Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of Debt
Securities, the obligations of the Company to the Trustee under Section 607, and
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003, shall survive with respect to such series of Debt Securities.

                                  ARTICLE FIVE

                                    REMEDIES

     Section 501. EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to Debt 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, 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 Debt Security
     of such 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 premium, if any,
     on) any Debt Security of such series at its Maturity; or

                                      -37-
<Page>

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

          (4)    default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which has expressly been included
     in this Indenture solely for the benefit of Debt Securities of a series
     other than such series), and continuance of such default or breach for a
     period of 90 days after there has been given by registered or certified
     mail, to the Company by the Trustee, or to the Company and the Trustee by
     the Holders of at least 25% in principal amount of the Outstanding Debt
     Securities of such series, a written notice specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

          (5)    a default under any Debt by the Company or any Subsidiary
     (including a default with respect to Debt Securities of any series other
     than that series) or under any Mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Debt by the Company or any Subsidiary (including this Indenture), whether
     such Debt now exists or shall hereafter be created, which default shall
     have resulted in such Debt in an outstanding principal amount in excess of
     $50 million becoming or being declared due and payable prior to the date on
     which it would otherwise have become due and payable, without such
     acceleration having been rescinded or annulled, or such Debt having been
     discharged, 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 acceleration to be
     rescinded or annulled or cause such Debt to be discharged and stating that
     such notice is a "Notice of Default" hereunder; or

          (6)    the entry by a court having jurisdiction in the premises of (A)
     a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or state bankruptcy,
     insolvency, reorganization or other similar law or (B) a decree or order
     adjudging the Company a bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Company under any applicable Federal or
     State law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order for relief
     or any such other decree or order unstayed and in effect for a period of 90
     consecutive days; or

          (7)    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

                                      -38-
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     answer or consent seeking reorganization or relief under any applicable
     Federal or State law, or the consent by it to the filing of such petition
     or to the appointment of or taking possession by a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or of any substantial part of its property, or the making by it of
     an assignment for the benefit of creditors, or the admission by it in
     writing of its inability to pay its debts generally as they become due, or
     the taking of corporate action by the Company in furtherance of any such
     action; or

          (8)    any other Event of Default, if any, provided with respect to
     Debt Securities of such series specified as contemplated by Section 301.

     Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding
Debt Securities of such series may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of and
all accrued but unpaid interest on all the Debt Securities of such series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by such Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. Upon
payment of such amount, all obligations of the Company in respect of the payment
of principal of the Debt Securities of such series shall terminate.

     At any time after such a declaration of acceleration with respect to Debt
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 Debt Securities of such 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 installments of interest on all Debt Securities of
     such series,

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

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

                                      -39-
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          (2)    all Events of Default with respect to Debt Securities of such
     series, other than the non-payment of the principal of Debt Securities of
     such 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 installment of interest
     on any Debt 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 Debt Security at the Maturity thereof, the Company will,
     upon demand of the Trustee, pay to it, for the benefit of the Holders of
     such Debt Securities and any related coupons, the amount then due and
     payable on such Debt Securities and coupons for principal (and premium, if
     any) and interest and, to the extent that payment of such interest shall be
     legally enforceable, interest upon the overdue principal (and premium, if
     any) and upon overdue installments of interest, at the rate or rates
     prescribed therefor in such Debt 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 the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Debt Securities and coupons
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such Debt
Securities and coupons, wherever situated.

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

     Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted,

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relative to the Company or any other obligor upon the Debt Securities of a
particular series or any related coupons or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of such Debt Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such
proceedings or otherwise,

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

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

     and any receiver, assignee, trustee, custodian, liquidator, sequestrator or
other similar official in any such 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.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
Securities or any coupons 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.

     Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES OR COUPONS.

     All rights of action and claims under this Indenture or the Debt Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Debt Securities or coupons 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 Debt Securities
and coupons 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 (and premium,
if any) or interest, upon presentation of the Debt

                                      -41-
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Securities or any coupons, or both, as the case may be, and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

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

     SECOND: To the Holders of Senior Debt to the extent required by Article
Sixteen;

     THIRD: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Debt Securities and any coupons, 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 Debt Securities and any coupons for principal (and
premium, if any) and interest, respectively. The Holders of each series of Debt
Securities denominated in Euro, any other composite currency or a Foreign
Currency and any matured coupons relating thereto shall be entitled to receive a
ratable portion of the amount determined by the Exchange Rate Agent by
converting the principal amount Outstanding of such series of Debt Securities
and matured but unpaid interest on such series of Debt Securities in the
currency in which such series of Debt Securities is denominated into Dollars at
the Exchange Rate as of the date of declaration of acceleration of the Maturity
of the Debt Securities; and

     FOURTH: The balance, if any, to the Company.

     Section 507. LIMITATION ON SUITS.

     No Holder of any Debt Securities of any series or any related coupons 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 Debt Securities of
     such series;

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

          (3)    such Holder or Holders have offered to the Trustee indemnity
     satisfactory to the Trustee 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 Debt Securities of such 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 such Holders (it being understood that the Trustee does not have
     an affirmative duty to ascertain whether or not such actions or
     forebearances are unduly prejudicial to such

                                      -42-
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     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
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Debt Security or payment of such coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on the Redemption Date or
the Repayment Date, as the case may be) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

     Section 509. RESTORATION OF RIGHTS AND REMEDIES.

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

     Section 510. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided in 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 Debt Security
or coupon 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 OF DEBT SECURITIES.

     The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for

                                      -43-
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any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Debt Securities of such series, provided,
that

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

          (2)    subject to the provisions of Section 601, the Trustee shall
     have the right to decline to follow any such direction if the Trustee in
     good faith shall, by a Responsible Officer or Responsible Officers of the
     Trustee, determine that the proceedings so directed would be unjustly
     prejudicial to the Holders of Debt Securities of such series not joining in
     any such direction; and

          (3)    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 Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of any such series and any related coupons 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 premium, if any) or
     interest on any Debt 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 consent of the
     Holder of each Outstanding Debt 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.

     All parties to this Indenture agree, and each Holder of any Debt Security
or coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having a due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Company or the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 25% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security or the payment of any coupons on or after
the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the

                                      -44-
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case of redemption or repayment, on or after the Redemption Date or Repayment
Date, as the case may be).

     Section 515. WAIVER OF STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law whenever 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 benefits 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.

          (a)    Except during the continuance of an Event of Default,

          (1)    the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (2)    in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture (but need not confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein).

          (b)    In case an Event of Default has occurred and is continuing, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent person would exercise or use under the circumstances in the
     conduct of his or her own affairs.

          (c)    No provision of this Indenture shall be construed to relieve
     the Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct, except that

          (1)    this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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          (2)    the Trustee shall not be liable for any error of judgement made
     in good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (3)    the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of a majority in principal amount of the
     Outstanding Securities of any series, determined as provided in Sections
     101, 104 and 512, relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture with respect to
     the Debt Securities of such series; and

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

     Section 602. NOTICE OF DEFAULT.

     If a default occurs hereunder with respect to Debt Securities of any series
the Trustee shall transmit by mail to all Holders of Debt 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 Debt 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 Debt Securities of such series.

     Section 603. CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 601:

          (a)    the Trustee may conclusively rely and shall be protected in
     acting or refraining from acting upon any signature, resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, coupon or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties;

          (b)    any request or direction of the Company mentioned herein shall
     be sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

          (c)    whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, conclusively rely upon an Officers' Certificate;

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<Page>

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

          (e)    the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders of Debt Securities of such series or any related
     coupons pursuant to this Indenture, unless such Holders shall have offered
     to the Trustee security or indemnity satisfactory to the Trustee against
     the costs, expenses and liabilities which might be incurred by it in
     compliance with such request or direction;

          (f)    the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon, other evidence of indebtedness or other
     paper or document, but the Trustee, in its discretion, may make such
     further inquiry or investigation into such facts or matters as it may see
     fit, and, if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney, other than any
     such books or records containing information as to the affairs of the
     customers of the Company or any of its subsidiaries; provided that the
     Trustee may examine such books and records relating to customers to the
     extent that such books and records contain information as to any payments
     made to such customers in their capacity as Holders of Debt Securities;
     provided, further, that the Trustee shall treat all information regarding
     the Company which it receives pursuant to this Indenture and its duties
     hereunder as confidential and shall not disclose such information unless
     necessary in order to fulfill its duties under this Indenture or the Trust
     Indenture Act;

          (g)    the Trustee may execute any of the trusts or powers hereunder
     or perform any duties hereunder either directly or by or through agents or
     attorneys and 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; no Exchange Rate Agent, Global Exchange Agent, Depositary or
     Paying Agent shall be deemed an agent of the Trustee and the Trustee shall
     not be responsible for any act or omission by any of them;

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

          (i)    in no event shall the Trustee be responsible or liable for
     special, indirect, or consequential loss or damage of any kind whatsoever
     (including, but not limited to, loss of profit) irrespective of whether the
     Trustee has been advised of the likelihood of such loss or damage and
     regardless of the form of action;

          (j)    the Trustee shall not be deemed to have notice of any Default
     or Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the

                                      -47-
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     Trustee at the Corporate Trust Office of the Trustee, and such notice
     references the Debt Securities and this Indenture;

          (k)    the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and each agent, custodian and other
     Person employed to act hereunder; and

          (l)    the Trustee may request that the Company deliver an Officers'
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

     Section 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.

     The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any coupons, and the
information in any registration statement, including all attachments thereto,
except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or any
coupons. The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities or the proceeds thereof. The Trustee shall not be
responsible for and makes no representations as to the Company's ability or
authority to issue Bearer Securities or the lawfulness thereof.

     Section 605. MAY HOLD DEBT SECURITIES OR COUPONS.

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

     Section 606. MONEY HELD IN TRUST.

     Money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

     Section 607. COMPENSATION AND REIMBURSEMENT.

     The Company agrees

          (1)    to pay to the Trustee from time to time compensation for all
     services rendered by it hereunder which shall have from time to time been
     separately agreed to by

                                      -48-
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     the Company and the Trustee 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 compensation and the expenses and
     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

          (3)    to indemnify each of the Trustee or any predecessor Trustee and
     their agents for, and to hold them harmless against, any and all loss,
     damage, claims, liability or expense, including taxes (other than taxes
     based upon, measured by or determined by the income of the Trustee),
     arising out of or in connection with the acceptance or administration of
     the trust or trusts hereunder, including the costs and expenses of
     defending itself against any claim (whether asserted by the Company, or any
     Holder or any other Person) or liability in connection with the exercise or
     performance of any of its powers or duties hereunder, or in connection with
     enforcing the provisions of this Section, except to the extent that such
     loss, damage, claim, liability or expense is due to its own negligence or
     bad faith.

     The Trustee shall promptly notify the Company of any claim for which it may
seek indemnification pursuant to the provisions of this Indenture. The Company
shall be entitled to participate in, and to the extent that it shall wish, to
assume the defense of such claim, with counsel satisfactory to the Trustee (and
the Trustee shall cooperate in the defense thereof), and after notice from the
Company to the Trustee of the Company's election so to assume the defense
thereof, the Company shall not be liable to the Trustee under this Indenture for
any legal or other expenses subsequently incurred by the Trustee in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that the Trustee may only employ separate counsel at the expense of the
Company if in the judgement of the Trustee (i) a conflict of interest exists by
reason of common representation or (ii) there are legal defenses available to
the Trustee that are different from or are in addition to those available to the
Company or if all parties commonly represented do not agree as to the action (or
inaction) of counsel. The Company shall not be obligated under any settlement
agreement relating to any claim under this Indenture to which it has not agreed
in writing.

     As security for the performance of the obligations of the Company under
this Section the Trustee shall have a claim prior to the Debt Securities and any
coupons upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Debt Securities or any coupons.

     The provisions of this Section 607 shall survive the resignation or removal
of the Trustee and the termination of this Indenture.

     Section 608. DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire any 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

                                      -49-
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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 with respect to Debt Securities of any
series by virtue of being a trustee under this Indenture with respect to any
particular series of Debt Securities.

     Section 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at
any time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

     Section 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a)    No resignation or removal of the Trustee and no appointment of
     a successor Trustee pursuant to this Article shall become effective until
     the acceptance of appointment by the successor Trustee under Section 611.

          (b)    The Trustee may resign at any time with respect to the Debt
     Securities of one or more series by giving written notice thereof to the
     Company. If an instrument of acceptance by a successor Trustee shall not
     have been delivered to the Trustee within 30 days after the giving of such
     notice of resignation, the resigning Trustee may petition, at the expense
     of the Company, any court of competent jurisdiction for the appointment of
     a successor Trustee with respect to the Debt Securities of such series.

          (c)    The Trustee may be removed at any time with respect to the Debt
     Securities of any series by the Company or by Act of the Holders of a
     majority in principal amount of the Outstanding Debt Securities of such
     series, delivered to the Trustee and to the Company.

          (d)    If at any time:

          (1)    the Trustee shall fail to comply with Section 608 with respect
     to the Debt Securities of any series after written request therefor by the
     Company or by any Holder

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     who has been a bona fide Holder of a Debt Security of such series for at
     least six months, or

          (2)    the Trustee shall cease to be eligible under Section 609 with
     respect to any series of Debt Securities 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 with respect to
     any series of Debt Securities or a decree or order for relief by a court
     having jurisdiction in the premises shall have been entered in respect of
     the Trustee in an involuntary case under the Federal bankruptcy laws, as
     now or hereafter constituted, or any other applicable Federal or State
     bankruptcy, insolvency or similar law; or a decree or order by a court
     having jurisdiction in the premises shall have been entered for the
     appointment of a receiver, custodian, liquidator, assignee, trustee,
     sequestrator or other similar official of the Trustee or of its property or
     affairs, or any public officer shall take charge or control of the Trustee
     or of its property or affairs for the purpose of rehabilitation,
     conservation, winding up or liquidation, or

          (4)    the Trustee shall commence a voluntary case under the Federal
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or State bankruptcy, insolvency or similar law or shall consent to
     the appointment of or taking possession by a receiver, custodian,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Trustee or its property or affairs, or shall make an assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due, or shall take corporate action in
     furtherance of any such action,

     then, in any such case, (i) the Company by a Board Resolution may remove
     the Trustee with respect to such series at any time or (ii) subject to
     Section 514, any Holder who has been a bona fide Holder of a Debt Security
     of any series 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 for the Debt Securities of such series and the
     appointment of a successor Trustee. In addition, the Company may remove the
     Trustee if the Company shall determine by a Board Resolution that the
     services provided by the Trustee hereunder may be obtained at a
     substantially lower cost to the Company. If an instrument of acceptance by
     a successor Trustee shall not have been delivered to the Trustee within 30
     days after the giving of such notice of removal, the Trustee that is to be
     removed may, at the expense of the Company petition any court of competent
     jurisdiction for the appointment of a successor Trustee with respect to the
     Debt Securities of such series.

          (e)    If the Trustee shall resign, be removed or become incapable of
     acting with respect to any series of Debt Securities, or if a vacancy shall
     occur in the office of Trustee for any cause, with respect to the Debt
     Securities of one or more series, the Company, by a Board Resolution, shall
     promptly appoint a successor Trustee or Trustees with respect to the Debt
     Securities of that or those series (it being understood that any such
     successor Trustee may be appointed with respect to the Debt 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 Debt Securities of any particular series)
     and shall comply with the applicable requirements of

                                      -51-
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     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 Debt Securities of any series shall be appointed by Act of
     the Holders of a majority in principal amount of the Outstanding Debt
     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, become the successor Trustee with respect
     to the Debt Securities of such series and to that extent supersede the
     successor Trustee appointed by the Company. If no successor Trustee with
     respect to the Debt Securities of any series shall have been so appointed
     by the Company or the Holders and accepted appointment in the manner
     hereinafter provided, any Holder who has been a bona fide Holder of a Debt
     Security of such series for at least six months may, subject to Section
     514, 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 Debt Securities of such series.

          (f)    The Company shall give notice of each resignation and each
     removal of the Trustee with respect to the Debt Securities of any series
     and each appointment of a successor Trustee with respect to the Debt
     Securities of any series by mailing written notice of such event by
     first-class mail, postage prepaid, to the Holders of Registered Securities,
     if any, of such series as their names and addresses appear in the Security
     Register and, if Debt Securities of such series are issuable as Bearer
     Securities, by publishing notice of such event once in an Authorized
     Newspaper in each Place of Payment located outside the United States. Each
     notice shall include the name of the successor Trustee with respect to the
     Debt Securities of such series and the address of its Corporate Trust
     Office.

     Section 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)    In the case of an appointment hereunder of a successor Trustee
     with respect to all Debt 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 request of the Company or the successor Trustee,
     such retiring Trustee shall, upon payment of its charges due under Section
     607 hereof, execute and deliver an instrument transferring to such
     successor Trustee all the rights, powers and trusts of the retiring
     Trustee, and shall duly assign, transfer and deliver to such successor
     Trustee all property and money held by such retiring Trustee hereunder.

          (b)    In the case of the appointment hereunder of a successor Trustee
     with respect to the Debt Securities of one or more (but not all) series,
     the Company, the retiring Trustee upon payment of its charges and each
     successor Trustee with respect to the Debt 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 Debt Securities of
     that or those series to which the appointment of such successor Trustee
     relates, (2) if the retiring Trustee is not retiring

                                      -52-
<Page>

     with respect to all Debt 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 Debt
     Securities of that or those series as to which the retiring Trustee is not
     retiring shall continue to be vested in the retiring Trustee, and (3) shall
     add to or change any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, it being understood that nothing herein
     or in such supplemental indenture shall constitute such Trustees
     co-trustees of the same trust and that each such Trustee shall be trustee
     of a trust or trusts hereunder separate and apart from any trust or trusts
     hereunder administered by any other such Trustee; and upon the execution
     and delivery of such supplemental indenture, the resignation or removal of
     the retiring Trustee shall become effective to the extent provided therein
     and each such successor Trustee, without any further act, deed or
     conveyance, shall become vested with all the rights, powers, trusts and
     duties of the retiring Trustee with respect to the Debt Securities of that
     or those series to which the appointment of such successor Trustee relates;
     but, on the 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 Debt Securities of that or those series to which the appointment of
     such successor Trustee relates.

          (c)    Upon request of any such successor Trustee, the Company shall
     execute any and all instruments for more fully and certainly vesting in and
     confirming to such successor Trustee all such rights, powers and trusts
     referred to in paragraph (a) or (b) of this Section, as the case may be.

          (d)    No successor Trustee shall accept its appointment unless at the
     time of such acceptance such successor Trustee shall be qualified and
     eligible under this Article.

     Section 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of 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 executing or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion, consolidation or sale to such authenticating Trustee may
adopt such authentication and deliver the Debt Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

     Section 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                                      -53-
<Page>

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

     Section 614. AUTHENTICATING AGENT.

     The Trustee shall upon Company Request appoint one or more Authenticating
Agents (including, without limitation, the Company or any Affiliate thereof)
with respect to one or more series of Debt Securities which shall be authorized
on behalf of the Trustee in authenticating Debt Securities of such series in
connection with the issue, delivery, registration of transfer, exchange, partial
redemption or repayment of such Debt Securities. Wherever reference is made in
this Indenture to the authentication of Debt Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication 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 must be acceptable to the
Company and, in the case of Registered Securities, must be a corporation
organized and doing business under the laws of the United States or of any State
or the District of Columbia, having a combined capital and surplus of at least
$50,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by Federal or State authorities, and in the case of
Bearer Securities and an authenticating agent who is not organized and doing
business under the laws of the United States or of any State thereof or the
District of Columbia, is subject to supervision or examination by the
appropriate foreign authorities.

     Any corporation succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.

     An authenticating agent may at any time resign with respect to one or more
series of Debt Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of any
authenticating agent with respect to one or more series of Debt Securities by
giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. 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.

     The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be
applicable to any authenticating agent.

                                      -54-
<Page>

     Pursuant to each appointment made under this Section, the Debt Securities
of each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.


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


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


                                  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 with
respect to Debt Securities of each series for which it acts as Trustee:

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

          (2)    at such other times as the Trustee may request in writing,
     within 30 days after the receipt by the Company of any such request, a list
     of similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

     Section 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a)    The Trustee shall preserve, in as current a form as is
     reasonably practicable, the names and addresses of Holders of Registered
     Securities contained in the most recent list furnished to the Trustee as
     provided in Section 701 and the names and addresses of Holders of
     Registered Securities received by the Trustee in its capacity as Paying
     Agent or Security Registrar, if so acting. The Trustee may destroy any list
     furnished to it as provided in Section 701 upon receipt of a new list so
     furnished. The Trustee shall preserve for at least two years the names and
     addresses of Holders of Bearer Securities filed with the Trustee by such
     Holders.

                                      -55-
<Page>

          (b)    The rights of Holders to communicate with other Holders with
     respect to their rights under this Indenture or under the Debt Securities,
     and the corresponding rights and privileges of the Trustee, shall be as
     provided by the Trust Indenture Act.

          (c)    Every Holder of Debt Securities or coupons, by receiving and
     holding the same, agrees with the Company and the Trustee that neither the
     Company nor the Trustee shall be held accountable by reason of any
     disclosure of information as to the names and addresses of the Holders made
     pursuant to the Trust Indenture Act.

     Section 703. REPORTS BY TRUSTEE.

          (a)    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. If required by Section 313 (a) of the Trust Indenture
     Act, the Trustee shall, within sixty days after the date specified in a
     supplemental indenture with respect to any issuance of Debt Securities
     under this Indenture deliver to Holders a brief report, dated as of such
     specified date, which complies with the provisions of such Section 313(a).

          (b)    A copy of each such report shall, at the time of such
     transmission to Holders, be filed by the Trustee with each stock exchange,
     if any, upon which any Debt Securities of such series are listed, with the
     Commission and also with the Company. The Company will notify the Trustee
     when any series of Debt Securities are listed on any stock exchange and any
     delisting thereof.

     Section 704. REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the time and
in the manner pursuant to such Act; provided that such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  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 corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the

                                      -56-
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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 corporation or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation
     organized and existing under the laws of the United States of America, any
     political subdivision thereof or any State thereof and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, the due and punctual payment
     of the principal of (and premium, if any) and interest (including all
     additional amounts, if any, payable pursuant to Section 1006) on all the
     Debt Securities and the performance of every covenant of this Indenture on
     the part of the Company to be performed or observed;

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

          (3)    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 such supplemental indenture
     comply with this Article and that all conditions precedent herein provided
     for relating to such transaction have been met.

     Section 802. SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation with or merger into any other corporation, 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
corporation 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 had been named as the
Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the Person named as the "Company" in the
first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities and any coupons.

     Section 803. CONVEYANCE OR TRANSFER TO A WHOLLY-OWNED SUBSIDIARY.

     Notwithstanding the provisions of Sections 801 and 802, and without any
requirement of complying with any of such provisions, the Company may convey or
transfer its properties and assets substantially as an entirety to another
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia which is lawfully entitled to
acquire the same; provided, however, that immediately after giving effect to
such conveyance or transfer and to the receipt of the consideration therefore
such other corporation shall be a Wholly-owned Subsidiary of the Company and
prior to such conveyance or transfer there shall

                                      -57-
<Page>

have been filed with the Trustee an Officers' Certificate to the effect that the
requirements of this Section 803 will be complied with in connection with such
conveyance or transfer.

                                  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 corporation to the
     Company, and the assumption by such successor of the covenants of the
     Company herein and in the Debt Securities contained; or

          (2)    to add to the covenants of the Company, for the benefit of the
     Holders of all or any series of Debt Securities (and if such covenants are
     to be for the benefit of less than all series of Debt Securities, stating
     that such covenants are expressly being included solely for the benefit of
     such series) or any coupons, to convey, transfer, assign, mortgage or
     pledge any property to or with the Trustee, or to surrender any right or
     power herein conferred upon the Company; or

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

          (4)    to add to, change or eliminate any of the provisions of this
     Indenture to provide that Bearer Securities may be registrable as to
     principal, to change or eliminate any restrictions on the payment of
     principal of (or premium, if any, on) Registered Securities or of principal
     of (or premium, if any, on) or any interest on Bearer Securities, to permit
     Bearer Securities to be issued in exchange for Registered Securities of
     other authorized denominations or to permit or facilitate the issuance of
     Debt Securities in uncertificated form, provided any such action shall not
     adversely affect the interests of the Holders of Debt Securities of any
     series or any related coupons in any material respect; or

          (5)    to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination (a) shall become effective
     only when there is no Debt Security Outstanding of any series created prior
     to the execution of such supplemental indenture which is entitled to the
     benefit of such provisions or (b) shall not apply to any Debt Security
     Outstanding; or

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

                                      -58-
<Page>

          (7)    to secure the Debt Securities; or

          (8)    to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Debt Securities of one
     or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 611(b); 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 which shall not be inconsistent with
     any provision of this Indenture, provided such other provisions shall not
     adversely affect the interests of the Holders of Debt Securities of any
     series or any related coupons in any material respect; or

          (10)   to add to or change or eliminate any provision of this
     Indenture as shall be necessary or desirable in accordance with any
     amendments to the Trust Indenture Act, provided such action shall not
     adversely affect the interest of Holders of Debt Securities of any series
     or any related coupons in any material respect; or

          (11)   to make any change in Article Sixteen that would limit or
     terminate the rights of Senior Debt under Article Sixteen, subject to any
     required approvals of the Holders of such Senior Debt.

     An amendment under this Section in respect of the Debt Securities of any
series may not make any change that adversely affects the rights under Article
Sixteen of any Holder of Senior Debt then outstanding unless the Holders of such
Senior Debt (or their Representative) consent to such change.

     Section 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of all series affected by such
supplemental indenture, acting together as a class, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights under this Indenture of the Holders of such
Debt Securities of such series and any related coupons; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security or coupon affected thereby,

          (1)    change the Stated Maturity of the principal or any installment
     of principal of, or any installment of interest on, any Debt Security, or
     reduce the principal amount thereof or the interest thereon or any premium
     payable upon redemption or repayment thereof, or change any obligation of
     the Company to pay additional amounts pursuant to Section 1006 (except as
     contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
     the amount of the principal of an Original Issue Discount Security that
     would be due and payable upon a declaration of acceleration of the Maturity
     thereof

                                      -59-
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     pursuant to Section 502, or change any Place of Payment, or the coin or
     currency in which any Debt Security or the interest thereon or any coupon
     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 or repayment, on or after the Redemption Date or Repayment
     Date, as the case may be), or

          (2)    reduce the percentage in principal amount of the Outstanding
     Debt 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 reduce the requirements of Section 1404 for
     quorum or voting, or

          (3)    modify any of the provisions of this Section, Section 513 or
     Section 1009, 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 Debt 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 1009, or the deletion of this proviso, in accordance with the
     requirements of Section 611(b) and 901(8), or

          (4)    adversely affect the right to repayment, if any, of Debt
     Securities of any series at the option of the Holders thereof, or

          (5)    make any change in Article Sixteen that adversely affects the
     rights of any Holder of Senior Debt under Article Sixteen.

     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 Debt Securities, or which modifies
the rights of the Holders of Debt 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 Debt Securities of any other series.

     It shall not be necessary for any Act of Holders of the Debt Securities
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.

     An amendment under this Section in respect of the Debt Securities of any
series may not make any change that adversely affects the rights under Article
Sixteen of any Holder of Senior Debt then outstanding unless the Holders of such
Senior Debt (or their Representative) consent to such change.

     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

                                      -60-
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relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto 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 as then in effect.

     Section 906. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

     Debt 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 Debt Securities of any series and any appurtenant coupons 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 Debt
Securities of such series and any appurtenant coupons.

                                   ARTICLE TEN

                                    COVENANTS

     Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities in
accordance with the terms of the Debt Securities, any appurtenant coupons and
this Indenture. Any interest due on Bearer Securities on or before Maturity,
other than additional amounts, if any, payable as provided in Section 1006 in
respect of principal of (or premium, if any, on) such a Debt Security, shall be
payable only upon presentation and surrender of the coupon or coupons for such
interest installments as are evidenced thereby as they severally mature.

     Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in each Place of Payment for any series of Debt
Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such

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Place of Payment is located outside the United States, not Bearer Securities or
coupons) may be presented or surrendered for payment, where Debt Securities may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Debt Securities and this
Indenture may be served. If Debt Securities of a series are issuable as Bearer
Securities, the Company will maintain, subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for such series
which is located outside the United States where Debt Securities of such series
and the related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Debt Securities of such series
pursuant to Section 1006); provided, however, that if the Debt Securities of
such series are listed on a stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
in any required city located outside the United States, as the case may be, so
long as the Debt Securities of such series are listed on such exchange. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any 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 or demands may be made or served at the Corporate Trust Office, and the
Company hereby appoints ____________ its agent to receive all presentations,
surrenders, notices and demands, except that Bearer Securities of that series
and the related coupons may be resented and surrendered for payment (including
payment of any additional amounts payable on Bearer Securities of that series
pursuant to Section 1006) at the place specified for the purpose pursuant to
Section 301(5).

     No payment of principal of, or premium, if any, or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, payment of principal of and any premium and interest (including
additional amounts payable in respect thereof) on any Bearer Security
denominated in Dollars may be made at an office or agency of, and designated by,
the Company located in the United States if (but only if) payment of the full
amount of such principal, premium, interest or additional amounts in Dollars at
all offices outside the United States maintained for the purpose by the Company
in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions and the Trustee receives an
Opinion of Counsel that such payment within the United States is legal. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Debt Securities, at the option of the Holder of any Bearer Security or related
coupon, payment may be made by check in the currency designated for such payment
pursuant to the terms of such Bearer Security presented or mailed to an address
outside the United States or by transfer to an account in such currency
maintained by the payee with a bank located outside the United States.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside of such Place of Payment) where the Debt Securities
of one or more series and any related coupons (subject to the preceding
paragraph) 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 any
series of Debt Securities for such purposes. The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency.

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     Section 1003. MONEY FOR DEBT 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 Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Debt Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
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 with respect to
any series of Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Debt Securities of
such series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent with respect to any series of Debt
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

          (1)    hold all sums held by it for the payment of the principal of
     (and premium, if any) or interest on Debt Securities of such series in
     trust for the benefit of the Persons entitled thereto until such sums shall
     be paid to such Persons or otherwise disposed of as herein provided;

          (2)    give the Trustee notice of any default by the Company (or any
     other obligor upon the Debt Securities of such series or any appurtenant
     coupons) in the making of any payment of principal of (and premium, if any)
     or interest on the Debt Securities of such series; and

          (3)    at any time during the continuance of any such default, upon
     the written request of the Trustee, forthwith pay to the Trustee all sums
     so held in trust by such Paying Agent.

     The Company may at any time, for the purpose of terminating its obligations
under this Indenture with respect to Debt Securities of any series 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 principal and interest received on the Government Obligations deposited
with the Trustee or any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Debt Security of any series or any money on
deposit with the Trustee or any Paying Agent

                                      -63-
<Page>

representing amounts deducted from the Redemption Price or Repayment Price with
respect to unmatured coupons not presented upon redemption or exercise of the
Holder's option for repayment pursuant to Section 1106 or 1303 and remaining
unclaimed for two years after such principal (and premium, if any) 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 Debt Security or any coupon appertaining thereto 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 (including the principal and interest received on
Government Obligations deposited with the Trustee), 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,
shall at the expense of the Company cause to be published once, in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New
York, and each Place of Payment or mailed to each such Holder, or both, 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 or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

     Section 1004. CORPORATE EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, 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 its
Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous
in any material respect to the Holders.

     Section 1005. 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 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 1006. PAYMENT OF ADDITIONAL AMOUNTS.

     If the Debt Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Debt Security of any series
or any coupon appertaining thereto additional amounts upon the terms and subject
to the conditions provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Debt Security of any series or the net
proceeds received on the sale or exchange of any Debt Security of any series,
such mention shall be deemed to include mention of the payment of additional
amounts provided for in the terms of

                                      -64-
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such Debt Securities and this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.

     If the Debt Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Debt Securities (or if the Debt Securities of that series will
not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made), and at least 10 days prior to each
date of payment of principal (and premium, if any) or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Debt Securities of that series shall be made to Holders of Debt Securities
of that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Debt Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Debt
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by the terms of such Debt
Securities and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

     Section 1007. PAYMENT OF TAXES.

     The Company will pay or discharge or cause to be paid or discharged, 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, provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or charge whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings or where failure to pay or discharge any such tax, assessment or
charge would not have a material adverse effect on the Holders.

     Section 1008. OFFICER'S CERTIFICATE AS TO COMPLIANCE.

     The Company will furnish to the Trustee not more than 120 days after the
end of the Company's fiscal year in each year (beginning with December 31, 2004)
a brief certificate from the principal executive, financial or accounting
officer of the Company as to his or her knowledge of the Company's compliance
with all conditions and covenants under this Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under this Indenture), and, if he or she has knowledge of any default,
specifying each such default of which the signer has knowledge and the nature
thereof.

                                      -65-
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     Section 1009. STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

     Section 1010. WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Sections 1004, 1005 and 1007 inclusive with respect to
the Debt Securities of any series or any other covenant or condition applicable
to the Debt Securities of any series pursuant to Section 301 unless such
covenant or condition is determined pursuant to Section 301 not to be subject to
this provision if, before the time for such compliance the Holders of at least a
majority in principal amount of the Debt Securities at the time Outstanding to
which such covenant or condition applies shall, acting together as a class by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

     Section 1011. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

     The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding Debt
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

     Section 1101. APPLICABILITY OF ARTICLE.

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

     Section 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount and the
tenor and

                                      -66-
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terms of the Debt Securities of any series to be redeemed. In the case of any
redemption of Debt Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Debt 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 DEBT SECURITIES TO BE REDEEMED.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series with like
tenor and terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Debt Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.

     The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Debt Securities shall relate, in
the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

     Section 1104. NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed.

          All notices of redemption shall state:

          (1)    the Redemption Date,

          (2)    the Redemption Price,

          (3)    if less than all Outstanding Debt Securities of any series are
     to be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Debt Securities to be redeemed,

          (4)    that on the Redemption Date the Redemption Price will become
     due and payable upon each such Debt Security to be redeemed, and that
     interest thereon shall cease to accrue on and after said date,

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          (5)    the Place or Places of Payment where such Debt Securities,
     together in the case of Bearer Securities with all coupons, if any,
     appertaining thereto maturing after the Redemption Date, are to be
     surrendered for payment of the Redemption Price,

          (6)    that Bearer Securities may be surrendered for payment only at
     such place or places which are outside the United States, except as
     otherwise provided in Section 1002,

          (7)    that the redemption is for a sinking fund, if such is the case,
     and

          (8)    the CUSIP number, if any.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

     Notice of redemption of Debt Securities to be redeemed at the election of
the Company shall be given by the Company, or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 1105. DEPOSIT OF REDEMPTION PRICE.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money and/or Government Obligations the payments of principal and interest on
which when due (and without reinvestment) will provide money on or prior to the
Redemption Date in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Debt Securities or portions thereof
which are to be redeemed on that date; provided, however, that deposits with
respect to Bearer Securities shall be made with a Paying Agent or Paying Agents
located outside the United States except as otherwise provided in Section 1002,
unless otherwise specified as contemplated by Section 301.

     Section 1106. DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Debt Securities 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 Debt Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to
the extent provided below, shall be void. Upon surrender of any such Debt
Security for redemption in accordance with said notice, such Debt Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States except as
otherwise provided in Section 1002), and provided further, that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such

                                      -68-
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Debt Securities, or one or more Predecessor Securities, registered as such on
the relevant Record Dates according to their terms and the provisions of Section
307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only upon presentation and surrender of those coupons at an office or
agency located outside of the United States except as otherwise provided in
Section 1002.

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

     Section 1107. DEBT SECURITIES REDEEMED IN PART.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar 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 Debt Security without
service charge, a new Registered Security or Registered Securities of the same
series and of like tenor and terms, of any authorized denominations as requested
by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt 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 Debt Securities of a series except as otherwise specified as
contemplated by Section 301 for Debt Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series is herein referred to an "optional
sinking fund payment". If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to

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reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

     Section 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.

     The Company (1) may deliver Outstanding Debt Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Debt Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided that such
Debt Securities have not been previously so credited. Such Debt Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Debt Securities in lieu
of cash payments pursuant to this Section 1202, the principal amount of Debt
Securities to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debt Securities for redemption,
except upon Company Request, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Debt Securities purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

     Section 1203. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash, the portion thereof, if any, which is to be
satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the
delivery of such Officers' Certificate, will also deliver to the Trustee any
Debt Securities to be so credited and not theretofore delivered to the Trustee.
Not less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select the
Debt 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 Debt
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

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     Section 1301. APPLICABILITY OF ARTICLE.

     Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
their terms and (except as otherwise specified pursuant to Section 301 for Debt
Securities of such series) in accordance with this Article.

     Section 1302. REPAYMENT OF DEBT SECURITIES.

     Each Debt Security which is subject to repayment in whole or in part at the
option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date
as specified pursuant to Section 301.

     Section 1303. EXERCISE OF OPTION; NOTICE.

     Each Holder desiring to exercise such Holder's option for repayment shall,
as conditions to such repayment, surrender the Debt Security to be repaid in
whole or in part together with written notice of the exercise of such option at
any office or agency of the Company in a Place of Payment, not less than 30 nor
more than 45 days prior to the Repayment Date; provided, however, that surrender
of Bearer Securities together with written notice of exercise of such option
shall be made at an office or agency located outside the United States except as
otherwise provided in Section 1002. Such notice, which shall be irrevocable,
shall specify the principal amount of such Debt Security to be repaid, which
shall be equal to the minimum authorized denomination for such Debt Security or
an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the
denomination or denominations of the Debt Security or Debt Securities of the
same series to be issued to the Holder for the portion of the principal of the
Debt Security surrendered which is not to be repaid.

     If any Bearer Security surrendered for repayment shall not be accompanied
by all unmatured coupons and all matured coupons in default, such Bearer
Security may be paid after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 1002.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so surrendered a
new Registered Security or Securities of the same series, of any authorized
denomination specified in the foregoing notice, in an aggregate principal amount
equal to any portion of the principal of the Registered Security so surrendered
which is not to be repaid.

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     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or Securities (and all
appurtenant unmatured coupons and matured coupons in default) or any combination
thereof of the same series of any authorized denomination or denominations
specified in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Debt Security so surrendered which is not to be
paid; provided, however, that the issuance of a Registered Security therefor
shall be subject to applicable laws and regulations, including provisions of the
United States Federal income tax laws and regulations in effect at the time of
the exchange; neither the Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion
of Counsel that as a result of such issuance the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such issuances thereafter unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Security Registrar.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the repayment of Debt Securities shall relate, in the
case of any Debt Security repaid or to be repaid only in part, to the portion of
the principal of such Debt Security which has been or is to be repaid.

     Section 1304. ELECTION OF REPAYMENT BY REMARKETING ENTITIES.

     The Company may elect, with respect to Debt Securities of any series which
are repayable at the option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Debt Securities
of such series from the Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 1303.

     Section 1305. SECURITIES PAYABLE ON THE REPAYMENT DATE.

     Notice of exercise of the option of repayment having been given and the
Debt Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the
Repayment Date become due and payable at the price therein specified and from
and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent provided
above, shall be void, unless the Company shall default in the payment of such
price in which case the Company shall continue to be obligated for the principal
amount of such Debt Securities and shall be obligated to pay interest on such
principal amount at the rate borne by such Debt Securities from time to time
until payment in full of such principal amount.

                                ARTICLE FOURTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

     Section 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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     If Debt Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Debt Securities of such series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of Debt
Securities of such series.

     Section 1402. CALL, NOTICE AND PLACE OF MEETINGS.

          (a)    The Trustee may at any time call a meeting of Holders of Debt
     Securities of any series issuable as Bearer Securities for any purpose
     specified in Section 1401, to be held at such time and at such place in the
     Borough of Manhattan, The City of New York, or in London as the Trustee
     shall determine. Notice of every meeting of Holders of Debt Securities of
     any series, setting forth the time and the place of such meeting and in
     general terms the action proposed to be taken at such meeting, shall be
     given, in the manner provided in Section 106, not less than 21 nor more
     than 180 days prior to the date fixed for the meeting.

          (b)    In case at any time the Company, pursuant to a Board
     Resolution, or the Holders of at least 25% in principal amount of the
     Outstanding Debt Securities of any series shall have requested the Trustee
     to call a meeting of the Holders of Debt Securities of such series for any
     purpose specified in Section 1401, by written request setting forth in
     reasonable detail the action proposed to be taken at the meeting, and the
     Trustee shall not have made the first publication of the notice of such
     meeting within 21 days after receipt of such request or shall not
     thereafter proceed to cause the meeting to be held as provided herein, then
     the Company or the Holders of Debt Securities of such series in the amount
     above specified, as the case may be, may determine the time and the place
     in the Borough of Manhattan, The City of New York, or in London for such
     meeting and may call such meeting for such purposes by giving notice
     thereof as provided in subsection (a) of this Section.

     Section 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

     To be entitled to vote at any meeting of Holders of Debt Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

     Section 1404. QUORUM; ACTION.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the

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adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairperson of the meeting prior to the
adjournment of such adjourned meeting. Notice of this reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Debt Securities of such series which
shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of
majority in principal amount of the Outstanding Debt Securities of that series,
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Debt
Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Debt Securities of such series and the related
coupons, whether or not present or represented at the meeting.

     Section 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

          (a)    Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Debt Securities of such series in regard to proof
     of the holding of Debt Securities of such series and of the appointment of
     proxies and in regard to the appointment and duties of inspectors of votes,
     the submission and examination of proxies, certificates and other evidence
     of the right to vote, and such other matters concerning the conduct of the
     meeting as it shall deem appropriate. Except as otherwise permitted or
     required by any such regulations, the holding of Debt Securities shall be
     proved in the manner specified in Section 104 and the appointment of any
     proxy shall be proved in the manner specified in Section 104 or, in the
     case of Bearer Securities, by having the signature of the person executing
     the proxy witnessed or guaranteed by any trust company, bank or banker
     authorized by Section 104 to certify to the holding of Bearer Securities.
     Such regulations may provide that written instruments appointing proxies,
     regular on their face, may be presumed valid and genuine without the proof
     specified in Section 104 or other proof.

          (b)    The Trustee shall, by an instrument in writing, appoint a
     temporary chairperson of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Debt Securities as provided in
     Section 1402(b), in which case the Company or the Holders of Debt
     Securities of the series calling the meeting, as the case may be, shall in
     like manner appoint a temporary chairperson. A permanent chairperson

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     and a permanent secretary of the meeting shall be elected by vote of the
     Persons entitled to vote a majority in principal amount of the Outstanding
     Debt Securities of such series represented at the meeting.

          (c)    At any meeting each Holder of a Debt Security of such series or
     proxy shall be entitled to one vote for each $1,000 principal amount (or
     the equivalent in Euro, any other composite currency or a Foreign Currency)
     of Debt Securities of such series held or represented by him; provided,
     however, that no vote shall be cast or counted at any meeting in respect of
     any Debt Security challenged as not Outstanding and ruled by the
     chairperson of the meeting not to be Outstanding. The chairperson of the
     meeting shall have no right to vote, except as a Holder of a Debt Security
     of such series or proxy.

          (d)    Any meeting of Holders of Debt Securities of any series duly
     called pursuant to Section 1402 at which a quorum is present may be
     adjourned from time to time by Persons entitled to vote a majority in
     principal amount of the Outstanding Debt Securities of such series
     represented at the meeting; and the meeting may be held as so adjourned
     without further notice.

     Section 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1401. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                 ARTICLE FIFTEEN

                                   DEFEASANCE

     Section 1501. TERMINATION OF COMPANY'S OBLIGATIONS.

     If this Section 1501 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or Government Obligations the
payments of principal and interest on which when due (and without reinvestment)
will provide money in such amounts as will (together with any

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money irrevocably deposited in trust with the Trustee, without investment) be
sufficient to pay the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest when due on the Debt Securities
of such series and any coupons appertaining thereto on the Stated Maturity of
such principal or interest or, if such series may be redeemed by the Company
prior to the Stated Maturity thereof and the Company shall have given
irrevocable instructions to the Trustee to effect such redemption, at the date
fixed for such redemption pursuant to Article Eleven, and any mandatory sinking
fund, repayment or analogous payments thereon on the scheduled due dates
therefor, the Company's obligations under Sections 801, 803, 1005 and 1007 and
any other covenant determined pursuant to Section 301 to be subject to this
Section shall terminate and Sections 501(4) (with respect to Sections 801, 803,
1005 and 1007), 501(5), 501(6), 501(7) and 501(8) (if specified as contemplated
by Section 301) shall be deemed not to be an Event of Default, in each case with
respect to the Debt Securities of the series for which such deposit was made;
provided, however, that (i) no Event of Default with respect to the Debt
Securities of such series under Section 501(6) or 501(7) or event that with
notice or lapse of time or both would constitute such an Event of Default shall
have occurred and be continuing on the 91st day after such date, (ii) such
deposit will not result in a breach of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound, and (iii) such termination shall not relieve the
Company of its obligations under the Debt Securities of such series and this
Indenture to pay when due the principal of (and premium, if any) and interest
and additional amounts on such Debt Securities if such amounts are not paid (or
payment is not provided for) when due from the money and Government Obligations
(and the proceeds thereof) so deposited.

     It shall be a condition to the deposit of cash and/or Government
Obligations and the termination of the Company's obligations pursuant to the
provisions of this Section with respect to the Debt Securities of any series
under Sections 801, 803, 1005 and 1007 and any other covenant determined
pursuant to Section 301 to be subject to this Section and the inapplicability of
the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and
501(8) to the extent set forth above pursuant to the provisions of this Section
with respect to Debt Securities of any series that the Company deliver to the
Trustee (i) an Officers' Certificate to the effect that under the laws in effect
on the date such money and/or Government Obligations are deposited with the
Trustee, the amount thereof will be sufficient, after payment of all Federal,
state and local taxes in respect thereof payable by the Trustee, to pay
principal (and premium, if any) and interest when due on the Debt Securities of
such series; and (ii) an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the
defeasance contemplated in this Section have been complied with.

     It shall be an additional condition to the deposit of cash and/or
Government Obligations and the termination of the Company's obligations pursuant
to the provisions of this Section under Sections 801, 803, 1005 and 1007 and any
other covenant determined pursuant to Section 301 to be subject to this Section
and the inapplicability of the Events of Default contained in Section 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the
provisions of this Section, with respect to the Debt Securities of any series
then listed on the New York Stock Exchange, that the Company deliver an Opinion
of Counsel that the Debt Securities of such series will not be delisted from the
New York Stock Exchange as a result of such deposit and termination.

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     After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations
pursuant to the provisions of this Section with respect to the Debt Securities
of such series under Sections 801, 803, 1005 and 1007 and any other covenant
determined pursuant to Section 301 to be subject to this Section and the
inapplicability of the Events of Default contained in Sections 501(4), 501(5),
501(6), 501(7) and 501(8) to the extent set forth above.

     Section 1502. REPAYMENT TO COMPANY.

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or Government Obligations not required for the payment
of the principal of (and premium, if any) and interest on the Debt Securities of
any series for which money or Government Obligations have been deposited
pursuant to Section 1501 held by them at any time.

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money held by them for the payment of principal (and
premium, if any) and interest that remains unclaimed for two years after the
Maturity of the Debt Securities for which a deposit has been made pursuant to
Section 1501. After such payment to the Company, the Holders of the Debt
Securities of such series and any related coupons shall thereafter, as unsecured
general creditors, look only to the Company for the payment thereof.

     Section 1503. INDEMNITY FOR GOVERNMENT OBLIGATIONS.

     The Company shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the deposited Government
Obligations or the principal or interest received on such Government
Obligations.

                                 ARTICLE SIXTEEN

                                  SUBORDINATION

     Section 1601. AGREEMENT TO SUBORDINATE.

     The Company agrees, and each Holder of Debt Securities by accepting a Debt
Security agrees, that the Debt evidenced by such Debt Securities is subordinated
in right of payment, to the extent and in the manner provided in this Article
Sixteen, to the prior payment in full in cash of all Senior Debt and that the
subordination is for the benefit of and enforceable by the Holders of such
Senior Debt. All provisions of this Article Sixteen shall be subject to Section
1612.

     Section 1602. LIQUIDATION, DISSOLUTION, BANKRUPTCY.

     Upon any payment or distribution of the assets of the Company to creditors
upon a total or partial liquidation or a total or partial dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

          (1)    Holders of Senior Debt shall be entitled to receive
     indefeasible payment in full in cash of such Senior Debt before Holders of
     Debt Securities shall be entitled to

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     receive any payment of principal of or interest on or other amounts with
     respect to the Debt Securities; and

          (2)    until such Senior Debt is paid in full in cash, any payment or
     distribution to which Holders of Debt Securities would be entitled but for
     this Article Sixteen shall be made to holders of such Senior Debt as their
     interests may appear, except that Holders of Debt Securities may receive
     shares of stock and any debt securities that are subordinated to such
     Senior Debt to at least the same extent as the Debt Securities.

     Section 1603. DEFAULT ON SENIOR DEBT.

     The Company shall not pay the principal of or interest on or other amounts
with respect to the Debt Securities or make any deposit pursuant to Section 1501
and may not purchase, redeem or otherwise retire any Debt Securities
(collectively, "Pay the Debt Securities") if either of the following (a "Payment
Default") occurs: (1) any Senior Debt is not paid in full in cash when due; or
(2) any other default on Senior Debt occurs and the maturity of such Senior Debt
is accelerated in accordance with its terms unless, in either case, the Payment
Default has been cured or waived and any such acceleration has been rescinded or
such Senior Debt has been paid in full in cash; provided, however, that the
Company shall be entitled to pay the Debt Securities without regard to the
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of any Senior Debt with respect to which the
Payment Default has occurred and is continuing. During the continuance of any
default (other than a Payment Default) with respect to any Senior Debt pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, the Company shall not pay the
Debt Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee of (with a copy to the Company) written notice (a
"Blockage Notice") of such default from the Representative of such Senior Debt
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter. The Payment Blockage Period shall end earlier if such Payment
Blockage Period is terminated (1) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice; (2) because
the default giving rise to such Blockage Notice is cured, waived or otherwise no
longer continuing; or (3) because such Senior Debt has been discharged or repaid
in full in cash. Notwithstanding the provisions described in the immediately
preceding two sentences (but subject to the provisions contained in the first
sentence of this Section), unless the Holders of such Senior Debt or the
Representative of such Senior Debt shall have accelerated the maturity of such
Senior Debt, the Company shall be entitled to resume payments on the Debt
Securities after termination of such Payment Blockage Period. The Debt
Securities shall not be subject to more than one Payment Blockage Period in any
consecutive 360-day period irrespective of the number of defaults with respect
to Senior Debt during such period. For purposes of this Section, no default or
event of default which existed or was continuing on the date of the commencement
of any Payment Blockage Period with respect to the Senior Debt initiating such
Payment Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Senior Debt,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

     Section 1604. ACCELERATION OF PAYMENT OF DEBT SECURITIES.

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     In the event of the acceleration of any Debt Securities because of an Event
of Default, the Holders of Senior Debt shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Senior Debt or
provision shall be made for such payment in cash, before the Holders of Debt
Securities are entitled to receive any payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Debt Securities) by the Company on
account of the principal of or interest on the Debt Securities or on account of
the purchase, redemption or retirement of Debt Securities; provided, however,
that nothing in this Section 1604 shall prevent the satisfaction of any sinking
fund payment in accordance with Article Twelve by delivering and crediting
pursuant to Article Twelve Debt Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration; and provided
further, however, that money deposited pursuant to Section 1501 not in violation
of this Indenture shall not be subject to the claims of Holders of Senior Debt.
If payment of the Debt Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the Holders of Senior Debt (or
their Representatives) of the acceleration.

     Section 1605. WHEN DISTRIBUTION MUST BE PAID OVER.

     If a distribution is made to Holders of Debt Securities that because of
this Article Sixteen should not have been made to them, such Holders of Debt
Securities who receive the distribution shall hold it in trust for Holders of
Senior Debt and pay it over to them as their interests may appear.

     Section 1606. SUBROGATION.

     After all Senior Debt is indefeasibly paid in full and until the Debt
Securities are paid in full, Holders of Debt Securities shall be subrogated to
the rights of Holders of such Senior Debt to receive distributions applicable to
such Senior Debt. A distribution made under this Article Sixteen to holders of
such Senior Debt which otherwise would have been made to Holders of Debt
Securities is not, as between the Company and the Holders of Debt Securities, a
payment by the Company on such Senior Debt.

     Section 1607. RELATIVE RIGHTS.

     This Article Sixteen defines the relative rights of Holders of Debt
Securities and Holders of Senior Debt. Nothing is this Indenture shall:

          (1)    impair, as between the Company and Holders of Debt Securities,
     the obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Debt Securities in accordance with their
     terms; or

          (2)    prevent the Trustee or any Holder of Debt Securities from
     exercising its available remedies upon an Event of Default, subject to the
     rights of Holders of Senior Debt to receive distributions otherwise payable
     to Holders of Debt Securities.

     Section 1608. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

                                      -79-
<Page>

     No right of any Holder of Senior Debt to enforce the subordination of the
Debt evidenced by the Debt Securities shall be impaired by any act or failure to
act by the Company or by its failure to comply with this Indenture.

     Section 1609. RIGHTS OF TRUSTEE AND PAYING AGENT.

     Notwithstanding Section 1603, the Trustee (or paying agent, as
applicable)shall continue to make payments on the Debt Securities and shall not
be charged with actual knowledge of the existence of facts that under this
Article Sixteen would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Responsible Officer
of the Trustee received notice satisfactory to it that such payments are
prohibited by this Article Sixteen. The Company, the Security Registrar or
co-registrar, the paying agent, a Representative or a holder of Senior Debt
shall be entitled to give the notice; provided, however, that, if an issue of
Senior Debt has a Representative, only the Representative shall be entitled to
give the notice.

     The Trustee in its individual or any other capacity shall be entitled to
hold Senior Debt with the same rights it would have if it were not Trustee. The
Security Registrar and co-registrar and the paying agent shall be entitled to do
the same with like rights. The Trustee shall be entitled to all the rights set
forth in this Article Sixteen with respect to any Senior Debt which may at any
time be held by it, to the same extent as any other Holder of such Senior Debt;
and nothing in Article Six shall deprive the Trustee of any of its rights as
such Holder. Nothing in this Article Sixteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

     Section 1610. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

     Whenever any Person is to make a distribution or give a notice to Holders
of Senior Debt, such Person shall be entitled to make such distribution or give
such notice to their Representative (if any).

     Section 1611. ARTICLE SIXTEEN NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE.

     The failure to make a payment pursuant to the Debt Securities by reason of
any provision in this Article Sixteen shall not be construed as preventing the
occurrence of an Event of Default. Nothing in this Article Sixteen shall have
any effect on the right of the Holders of Debt Securities or the Trustee to
accelerate the maturity of the Debt Securities.

     Section 1612. TRUST MONEYS NOT SUBORDINATED.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Obligations held in trust under Article
Fifteen by the Trustee for the payment of principal of or interest on the Debt
Securities shall not be subordinated to the prior payment of any Senior Debt or
subject to the restrictions set forth in this Article Sixteen, and none of the
Holders of Debt Securities shall be obligated to pay over any such amount to the
Company or any Holder of Senior Debt or any other creditor of the Company.

                                      -80-
<Page>

     Section 1613. TRUSTEE ENTITLED TO RELY.

     Upon any payment or distribution pursuant to this Article Sixteen, the
Trustee and the Holders of Debt Securities shall be entitled to conclusively
rely (1) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 1602 are pending, (2) upon
a certificate of the liquidating trustee or agent or other person making such
payment or distribution to the Trustee or to the Holders of Debt Securities or
(3) upon the Representatives of Senior Debt for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the Holders of
such Senior Debt and other Debt of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any person as a Holder of Senior Debt to participate in any payment or
distribution pursuant to this Article Sixteen, the Trustee shall be entitled to
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Debt held by such Person, to the extent
to which such person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article
Sixteen, and, if such evidence is not furnished, the Trustee shall be entitled
to defer any payment to such Person pending judicial determination as to the
right of such person to receive such payment. The provisions of Article Six
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article Sixteen.

     Section 1614. TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each Holder of Debt Securities by accepting a Debt Security authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
of Debt Securities and the Holders of Senior Debt as provided in this Article
Sixteen and appoints the Trustee as attorney-in-fact for any and all such
purposes.

     Section 1615. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

     The Trustee shall not be deemed to owe any fiduciary duty to the Holders of
Senior Debt and shall not be liable to any such Holders if it shall mistakenly
pay over or distribute to Holders of Debt Securities or the Company or any other
Person, money or assets to which any Holders of Senior Debt shall be entitled by
virtue of this Article Sixteen or otherwise. With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants or obligations as are specifically set forth in this Article
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

     Section 1616. RELIANCE BY HOLDERS OF SENIOR DEBT ON SUBORDINATION
PROVISIONS.

     Each Holder of Debt Securities by accepting a Debt Security acknowledges
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each Holder of any Senior Debt, whether
such Senior Debt was created or acquired before or after the issuance of the
Debt Securities, to acquire and continue to hold, or to continue to hold, such
Senior Debt and such Holder of such Senior Debt shall be deemed

                                      -81-
<Page>

conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in the continuing to hold, such Senior Debt.

                                      -82-
<Page>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                          OPTION CARE, INC.


                                          By /s/
                                             --------------------------------
                                                  Name:


                                                  Title:
                                                        --------------------


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


                                          By /s/
                                             --------------------------------
                                                  Name:


                                                  Title:
                                                        --------------------

                                      -83-
<Page>

                                   EXHIBIT A-1

                [FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP BY A
              NON-UNITED STATES PERSON OR BY CERTAIN OTHER PERSONS]
                                   CERTIFICATE

                                OPTION CARE, INC.

                   [INSERT TITLE OR SUFFICIENT DESCRIPTION OF
                        DEBT SECURITIES TO BE DELIVERED]

     Reference is hereby made to the Indenture dated as of
________________________ (the "Indenture") between Option Care, Inc. and
_____________________ (the "Trustee"), covering the above-captioned Debt
Securities. This is to certify that as of the date hereof, ____________
principal amount of Debt Securities credited to you for our account (i) is owned
by persons that are not United States Persons, as defined below; (ii) is owned
by United States Persons that are (a) foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States Persons who acquired the Debt Securities
through foreign branches of United States financial institutions and who hold
the Debt Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution encloses herewith a certificate in the form of Exhibit A-2 to the
Indenture); or (iii) is owned by United States or foreign financial institutions
for purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) certify that they have not acquired the Debt
Securities for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions.

     [Insert if certificate does not relate to an interest payment -- We
undertake to advise you by facsimile followed by written confirmation if the
above statement as to beneficial ownership is not correct on the date of
delivery of the above-captioned Debt Securities in bearer form as to all of such
Debt Securities with respect to such of said Debt Securities as then appear in
your books as being held for our account.] We understand that this certificate
is required in connection with United States tax laws. We irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. "United States Person" shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate the income of
which is subject to United States Federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over its administration and one or more United States
persons have the authority to control all of its substantial decisions, or
certain election trusts that were in existence on August 19, 1996, and were
treated as democratic trusts on that date.

     [This certificate excepts and does not relate to principal amount of Debt
Securities credited to you for our account and to which we are not now able to
make the certification set

                                       A-1
<Page>

forth above. We understand that definitive Debt Securities cannot be delivered
and interest cannot be paid until we are able to so certify with respect to such
principal amount of Debt Securities.]*

Dated: ____________, ____

[To be dated on or after
____________, ____ (the date
determined as provided in the
Indenture)]


                                  [Name of Person Entitled to Receive Bearer
                                  Security]


                                  --------------------------------------
                                  (Authorized Signatory)

                                  Name:
                                        --------------------------------------

                                  Title:
                                        --------------------------------------

                                       A-2
<Page>

                                   EXHIBIT A-2

                       [FORM OF CERTIFICATE OF STATUS AS A
            FOREIGN BRANCH OF A UNITED STATES FINANCIAL INSTITUTION]
                                   CERTIFICATE

                                OPTION CARE, INC.

                   [INSERT TITLE OR SUFFICIENT DESCRIPTION OF
                        DEBT SECURITIES TO BE DELIVERED]

     Reference is hereby made to the Indenture dated as of
______________________ (the "Indenture"), Option Care, Inc. and
____________________, relating to the offering of the above-captioned Debt
Securities (the "Debt Securities"). Unless herein defined, terms used herein
have the same meaning as given to them in the Indenture.

     The undersigned represents that it is a branch located outside the United
States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury Regulation Section
1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of
its trade or business and agrees, and authorizes you to advise the issuer or the
issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Debt Securities in bearer
form.

     We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate.

Dated: ____________, ____
[To be dated on or after
____________, ____ (the date
determined as provided in the
Indenture)]


                                  [Name of Person Entitled to Receive Bearer
                                  Security]


                                  --------------------------------------
                                  (Authorized Signatory)

                                  Name:
                                        -------------------------------------

                                  Title:
                                        -------------------------------------

                                       A-3