<PAGE>

                                                                     EXHIBIT 4.4

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                                   INDENTURE

                                     among

                          GLAXOSMITHKLINE CAPITAL PLC

                                   as Issuer

                              GLAXOSMITHKLINE PLC

                                  as Guarantor

                                      and

                                 CITIBANK, N.A.

                                   as Trustee

                           DATED AS OF APRIL 6, 2004

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                                TABLE OF CONTENTS

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                                                              ARTICLE ONE

                                              DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.         Definitions................................................................................     1

Section 1.02.         Incorporation by Reference of Trust Indenture Act..........................................     5

Section 1.03.         Rules of Construction......................................................................     5

                                                              ARTICLE TWO

                                                            THE SECURITIES

Section 2.01.         Form of Securities.........................................................................     6

Section 2.02.         Execution, Authentication, Delivery and Dating.............................................     6

Section 2.03.         Amount Unlimited; Issuable in Series.......................................................     7

Section 2.04.         Denominations..............................................................................    10

Section 2.05.         Registrar and Paying Agent; Agents Generally...............................................    10

Section 2.06.         Paying Agent to Hold Money in Trust........................................................    11

Section 2.07.         Transfer and Exchange......................................................................    12

Section 2.08.         Replacement Securities.....................................................................    14

Section 2.09.         Outstanding Securities.....................................................................    14

Section 2.10.         Temporary Securities.......................................................................    15

Section 2.11.         Cancellation...............................................................................    15

Section 2.12.         Persons Deemed Owners......................................................................    16

Section 2.13.         Payment of Interest; Defaulted Interest....................................................    16

Section 2.14.         Computation of Interest....................................................................    17

Section 2.15.         Series May Include Tranches................................................................    17

Section 2.16.         CUSIP and CINS Numbers.....................................................................    17

                                                             ARTICLE THREE

                                                              REDEMPTION

Section 3.01.         Applicability of Article...................................................................    17
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Section 3.02.         Notice of Redemption; Partial Redemptions..................................................    18

Section 3.03.         Payment of Securities Called for Redemption................................................    20

Section 3.04.         Exclusion of Certain Securities from Eligibility for
                      Selection for Redemption...................................................................    20

Section 3.05.         Mandatory and Optional Sinking Funds.......................................................    21

                                                             ARTICLE FOUR

                                                               COVENANTS

Section 4.01.         Payment of Securities......................................................................    23

Section 4.02.         Maintenance of Office or Agency............................................................    23

Section 4.03.         Certificate to Trustee.....................................................................    24

Section 4.04.         Limitation on Liens........................................................................    24

Section 4.05.         Payment of Additional Amounts..............................................................    25

                                                             ARTICLE FIVE

                                           CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 5.01.         When the Company May Merge, Etc............................................................    27

Section 5.02.         Successor Company Substituted..............................................................    28

Section 5.03.         When the Guarantor May Merge, Etc..........................................................    28

Section 5.04.         Successor Guarantor Substituted............................................................    29

Section 5.05.         Substitution of Obligor....................................................................    29

Section 5.06.         Successor Obligor Substituted..............................................................    30

                                                              ARTICLE SIX

                                                             THE GUARANTEE

Section 6.01.         Guarantee..................................................................................    30
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                                                             ARTICLE SEVEN

                                                         DEFAULT AND REMEDIES

Section 7.01.         Events of Default..........................................................................    32

Section 7.02.         Acceleration...............................................................................    33

Section 7.03.         Other Remedies.............................................................................    35

Section 7.04.         Waiver of Past Defaults....................................................................    35

Section 7.05.         Control by Majority........................................................................    35

Section 7.06.         Limitation on Suits........................................................................    36

Section 7.07.         Rights of Holder to Receive Payment........................................................    36

Section 7.08.         Collection Suit by Trustee.................................................................    36

Section 7.09.         Trustee May File Proofs of Claim...........................................................    37

Section 7.10.         Application of Proceeds....................................................................    37

Section 7.11.         Restoration of Rights and Remedies.........................................................    38

Section 7.12.         Undertaking for Costs......................................................................    38

Section 7.13.         Rights and Remedies Cumulative.............................................................    38

Section 7.14.         Delay or Omission Not Waiver...............................................................    39

                                                             ARTICLE EIGHT

                                                                TRUSTEE

Section 8.01.         General....................................................................................    39

Section 8.02.         Certain Rights of Trustee..................................................................    39

Section 8.03.         Individual Rights of Trustee...............................................................    41

Section 8.04.         Trustee's Disclaimer.......................................................................    41

Section 8.05.         Notice of Default..........................................................................    41

Section 8.06.         Reports by Trustee to Holders..............................................................    42

Section 8.07.         Compensation and Indemnity.................................................................    42

Section 8.08.         Replacement of Trustee.....................................................................    43

Section 8.09.         Successor Trustee by Merger, Etc...........................................................    44
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Section 8.10.         Eligibility................................................................................    44

Section 8.11.         Money Held in Trust........................................................................    44

Section 8.12.         Conflicting Interests......................................................................    44

                                                             ARTICLE NINE

                                                  DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.         Discharge; Defeasance within One Year of Payment...........................................    44

Section 9.02.         Defeasance.................................................................................    45

Section 9.03.         Covenant Defeasance........................................................................    46

Section 9.04.         Application of Trust Money.................................................................    47

Section 9.05.         Repayment to Company and Guarantor.........................................................    48

                                                              ARTICLE TEN

                                                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01.        Without Consent of Holders.................................................................    48

Section 10.02.        With Consent of Holders....................................................................    49

Section 10.03.        Revocation and Effect of Consent...........................................................    50

Section 10.04.        Notation on or Exchange of Securities......................................................    51

Section 10.05.        Trustee to Sign Amendments, Etc............................................................    51

Section 10.06.        Conformity with Trust Indenture Act........................................................    51

                                                            ARTICLE ELEVEN

                                                             MISCELLANEOUS

Section 11.01.        Trust Indenture Act of 1939................................................................    51

Section 11.02.        Notices....................................................................................    52

Section 11.03.        Certificate and Opinion as to Conditions Precedent.........................................    53

Section 11.04.        Statements Required in Certificate or Opinion..............................................    53

Section 11.05.        Evidence of Ownership......................................................................    53
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Section 11.06.        Rules by Trustee, Paying Agent or Registrar................................................    54

Section 11.07.        Payment Date other than a Business Day.....................................................    54

Section 11.08.        Governing Law; Waiver of Jury Trial........................................................    54

Section 11.09.        No Adverse Interpretation of Other Agreements..............................................    54

Section 11.10.        Successors.................................................................................    54

Section 11.11.        Duplicate Originals........................................................................    54

Section 11.12.        Separability...............................................................................    54

Section 11.13.        Table of Contents, Headings, Etc...........................................................    54

Section 11.14.        Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual
                      Liability..................................................................................    54

Section 11.15.        Judgment Currency..........................................................................    55
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                              CROSS-REFERENCE TABLE

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Trust Indenture Act Section                                                                         Indenture Section
---------------------------                                                                         -----------------
<S>                                                                                                 <C>
310(a)(1)...............................................................................                      8.10
     (a)(2).............................................................................                      8.10
     (a)(3).............................................................................            Not Applicable
     (a)(4).............................................................................            Not Applicable
     (a)(5).............................................................................                      8.10
     (b)................................................................................                8.03, 8.12
     (c)................................................................................            Not Applicable
311(a)..................................................................................                      8.03
     (b)................................................................................                      8.03
     (c)................................................................................            Not Applicable
312(a)..................................................................................                      2.05
     (b)................................................................................                      8.13
     (c)................................................................................                      8.13
313(a)..................................................................................                      8.06
     (b)(1).............................................................................            Not Applicable
     (b)(2).............................................................................                      8.06
     (c)................................................................................                      8.06
     (d)................................................................................                      8.06
314(a)(1)...............................................................................                      4.08
     (a)(2).............................................................................                      4.08
     (a)(3).............................................................................                      4.08
     (a)(4).............................................................................                      4.03
     (b)................................................................................            Not Applicable
     (c)(1).............................................................................                     11.03
     (c)(2).............................................................................                     11.03
     (c)(3).............................................................................            Not Applicable
     (d)................................................................................            Not Applicable
     (e)................................................................................                     11.04
315(a)(1)...............................................................................                      8.01
      (a)(2)............................................................................                      8.02
     (b)................................................................................                      8.05
     (c)................................................................................                      8.01
     (d)................................................................................                      8.01
     (e)................................................................................                      7.12
316(a)(1)(A)............................................................................                      7.05
     (a)(1)(B)..........................................................................                      7.04
     (a)(2).............................................................................            Not Applicable
     (a)(last sentence).................................................................                      2.09
     (b)................................................................................                      7.07
     (c)................................................................................            Not Applicable
317(a)(1)...............................................................................                      7.08
     (a)(2).............................................................................                      7.09
     (b)................................................................................                      2.06
318(a)..................................................................................                      1.02
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Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Indenture.

         Section 318(c) of the Trust Indenture Act provides that the provisions
of Sections 310 to and including 317 of the Trust Indenture Act are a part of
and govern every qualified indenture, whether or not physically contained
therein.

                                       vi

<PAGE>
                  INDENTURE dated as of April 6, 2004, among GlaxoSmithKline
Capital plc, a public limited company incorporated under the laws of England and
Wales (the "Company"), GlaxoSmithKline plc, a public limited company
incorporated under the laws of England and Wales, as guarantor (the
"Guarantor"), and Citibank, N.A., a national banking association duly organized
and existing under the laws of the United States, as trustee (the "Trustee").

                                    RECITALS

                  WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
debt securities (the "Securities"), which are to be issued in one or more series
up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture;

                  WHEREAS, the Guarantor has duly authorized the execution and
delivery of this Indenture to provide for its guarantee of the Securities; and

                  WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company and the Guarantor, in accordance with its terms, have
been done;

                  NOW, THEREFORE:

                  In consideration of the premises and the purchase of the
Securities by the holders thereof, the Company, the Guarantor and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective holders from time to time of the Securities or of any and all series
thereof as follows:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01 Definitions.

                  "Additional Amounts" has the meaning specified in Section
4.05.

                  "Agent" means any Registrar, Paying Agent, transfer agent or
Authenticating Agent.

                  "Authenticating Agent" has the meaning specified in Section
2.02.

                  "Board Resolution" means one or more resolutions of the board
of directors of the Company, the Guarantor or any authorized committee of the
Company or the Guarantor, certified by the secretary or an assistant secretary
of the Company or the Guarantor, as the case may be, to have been duly adopted
and to be in full force and effect on the date of certification, and delivered
to the Trustee.

<PAGE>

                  "Business Day" means, with respect to any Security, unless
otherwise specified, any day that is not a Saturday, a Sunday or a day on which
banking institutions are authorized or required by law, regulation or executive
order to be closed, in the City of New York or the city (or in any of the
cities, if more than one) in which amounts are payable, as specified in the form
of such Security.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.

                  "Corporate Trust Office" means the principal office of the
Trustee in the Borough of Manhattan, The City of New York, New York at which at
any particular time its corporate trust business shall be administered which
office as of the date hereof is located at 111 Wall Street, 14th Floor, New
York, New York 10005, Attention: Agency & Trust Services.

                  "Default" means any event that is, or after notice or passage
of time or both would be, an Event of Default.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Global Securities of
that series.

                  "Dollar" and "$" mean a U.S. Dollar or other equivalent unit
in such coin or currency of the United States of America as at the time shall be
the legal tender for the payment of public and private debts.

                  "Event of Default" has the meaning specified in Section 7.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder by the Commission.

                  "Global Security" means a Security evidencing all or a part of
a series of Securities, issued to the Depositary for such series in accordance
with Section 2.02, and bearing the legend prescribed in Section 2.02.

                  "Guarantee" means the guarantee of the Guarantor as endorsed
on each Security authenticated and delivered pursuant to this Indenture and
shall include the guarantee of the Guarantor set forth in Section 6.01 of this
Indenture and shall include all other obligations and covenants of the Guarantor
contained in this Indenture and any Securities.

                                       8
<PAGE>

                  "Guarantor" means the party named as such in the first
paragraph of this Indenture until a successor replaces it pursuant to Article
Five of this Indenture and thereafter means the successor.

                  "Holder" means the registered holder of any Security.

                  "Indenture" means this Indenture as originally executed or as
it may be amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture and shall include the forms and terms of the
Securities of each series established as contemplated pursuant to Sections 2.01
and 2.03.

                  "Officer" means, with respect to the Company and the
Guarantor, any director or officer thereof, including the Company Secretary.

                  "Officer's Certificate" means a certificate executed by any
Officer of the Company or of the Guarantor, as the case may be, complying with
Section 11.04 and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act and include (except as otherwise
expressly provided in this Indenture) the statements provided in Section 11.04.

                  "Opinion of Counsel" means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company or to the
Guarantor, or to both, satisfactory to the Trustee and complying with Section
11.04. Each such opinion shall comply with Section 314 of the Trust Indenture
Act and include the statements provided in Section 11.04, if and to the extent
required thereby.

                  "Original Issue Discount Security" means any Security that
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 7.02.

                  "Paying Agent" has the meaning specified in Section 2.05.

                  "Periodic Offering" means an offering of Securities of a
series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

                  "Person" means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                  "Principal" of a Security means the principal amount of, and,
unless the context indicates otherwise, includes any premium payable on, such
Security.

                  "Record Date" has the meaning specified in Section 2.13.

                                       9
<PAGE>

                  "Registrar" has the meaning specified in Section 2.05.

                  "Relevant Indebtedness" means any indebtedness of the
Guarantor and any Subsidiary that:

                  (i) is in the form of or represented by bonds, notes, loan
         stock, depositary receipts or other securities issued (otherwise than
         to constitute or represent advances made by banks or other lending
         institutions);

                  (ii) is denominated in, or confers any right of payment by
         reference to, any currency other than the currency of the country in
         which the issuer of the indebtedness has its principal place of
         business, or is denominated in or by reference to the currency of such
         country but more than 20% of which is placed or offered for
         subscription or sale by or on behalf of, or by agreement with, the
         issuer outside such country; and

                  (iii) at its date of issue is, or is intended by the issuer to
         become, quoted, listed, traded or dealt in on any stock exchange,
         over-the-counter market or other securities market.

                  "Responsible Officer", when used with respect to the Trustee,
means any vice president, any assistant vice president, any assistant secretary,
any assistant treasurer, any trust officer, any assistant trust officer or any
other officer of the Trustee, in each case, located in the Agency & Trust
Services Office of the Trustee, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

                  "Securities" means any of the securities, as defined in the
first paragraph of the recitals hereof, that are authenticated and delivered
under this Indenture and, unless the context indicates otherwise, shall include
any coupon appertaining thereto.

                  "Security Register" has the meaning specified in Section 2.05.

                  "Subsidiary" means an entity a majority of the interests or a
majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Guarantor or by one or more other Subsidiaries of the
Guarantor. For the purposes of this definition, "voting stock" means stock
having voting power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by reason of any
contingency.

                  "Trustee" means the party named as such in the first paragraph
of this Indenture until a successor replaces it in accordance with the
provisions of Article Eight and thereafter means such successor.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as it may be amended from time to time.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii)

                                       10
<PAGE>

obligations of an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, and shall also include a depositary
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depositary receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt.

                  "Yield to Maturity" means, as the context may require, the
yield to maturity (i) on a series of Securities or (ii) if the Securities of a
series are issuable from time to time, on a Security of such series, calculated
at the time of issuance of such series in the case of clause (i) or at the time
of issuance of such Security of such series in the case of clause (ii), or, if
applicable, at the most recent redetermination of interest on such series or on
such Security, and calculated in accordance with the constant interest method or
such other accepted financial practice as is specified in the terms of such
Security.

                  Section 1.02 Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture.
All terms used in this Indenture that are defined by the Trust Indenture Act,
defined by reference in the Trust Indenture Act to another statute or defined by
a rule of the Commission and not otherwise defined herein have the meanings
assigned to them therein. If any provision of this Indenture limits, qualifies
or conflicts with another provision hereof that is required to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.

                  Section 1.03 Rules of Construction. Unless the context
otherwise requires:

                  (a) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles in
the United Kingdom or such other generally accepted accounting principles under
which the Guarantor may in the future prepare its financial statements;

                  (b) words in the singular include the plural, and words in the
plural include the singular;

                  (c) "herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision;

                  (d) all references to Sections or Articles refer to Sections
or Articles of this Indenture unless otherwise indicated.

                                       11
<PAGE>

                                   ARTICLE TWO

                                 THE SECURITIES

                  Section 2.01 Form of Securities. The Securities of each series
shall be substantially in such form or forms (not inconsistent with this
Indenture) as shall be established by or pursuant to one or more Board
Resolutions of the Company 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 imprinted
or otherwise reproduced thereon such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law, or with any rules of any securities exchange or usage, all as may
be determined by the Officers executing such Securities as evidenced by their
execution of the Securities.

                  Section 2.02 Execution, Authentication, Delivery and Dating.
The Securities shall be executed by an Officer of the Company by facsimile or
manual signature; and the Guarantees with respect to the Securities shall be
executed by an Officer of the Guarantor by facsimile or manual signature. If an
Officer whose signature is on a Security or the Guarantee no longer holds that
office at the time the Security or the Guarantee is authenticated, the Security
or the Guarantee, as the case may be, shall nevertheless be valid.

                  The Trustee may appoint an authenticating agent acceptable to
the Company (the "Authenticating Agent") to authenticate Securities. The
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such Authenticating Agent.

                  A Security shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company, with the Guarantee of the Guarantor endorsed thereon,
to the Trustee for authentication, together with a written request for the
authentication and delivery of such Securities and the applicable documents
referred to below in this Section 2.02, and the Trustee shall thereupon
authenticate and deliver such Securities. In authenticating such Securities, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon:

                  (a) any Board Resolution of the Company and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Securities of that series were established;

                  (b) an Officer's Certificate of the Company and an Officer's
Certificate of the Guarantor certifying as to the forms and terms of the
Securities of that series and the Guarantee thereof and stating that the form or
forms and terms of such Securities have been, or will be

                                       12
<PAGE>

when established in accordance with such procedures as shall be referred to
therein, established in compliance with this Indenture; and

                  (c) an Opinion of Counsel to the Company and the Guarantor
substantially to the effect that the Securities of that series and the Guarantee
thereof have been duly authorized and, when executed and authenticated, or in
the case of the Guarantee, when the Securities on which the Guarantee shall have
been endorsed shall have been authenticated, in accordance with the provisions
of the Indenture and delivered to and duly paid for by the purchasers thereof on
the date of such opinion, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Company and the Guarantor,
respectively, enforceable against the Company and the Guarantor, respectively,
in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws affecting
creditors' rights generally, general principles of equity, and such other
matters as shall be specified therein.

                  Notwithstanding the provisions of the preceding paragraph, if
not all Securities of any series are to be issued at one time, it shall not be
necessary to deliver an Officer's Certificate or an Opinion of Counsel otherwise
required pursuant to the preceding two paragraphs at the time of issuance of
each Security of such series, but such certificate and opinion, with appropriate
modifications to cover such future issuances, shall be delivered at or before
the time of issuance of the first Security of such series.

                  Each Security shall be dated the date of its authentication.

                  If the Company shall establish pursuant to Section 2.03 that
the Securities of a series or a portion thereof are to be issued in the form of
one or more Global Securities, then the Company shall execute, and the Trustee
shall authenticate and deliver, one or more Global Securities, having a
Guarantee executed by the Guarantor endorsed thereon, that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued in such form and not yet canceled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or its custodian or pursuant to such Depositary's
instructions, and (iv) shall bear a legend substantially to the following
effect:

                  "Unless and until it is exchanged in whole or in part for
                  Securities in definitive registered form, this Security may
                  not be transferred except as a whole by the Depositary to a
                  nominee of the Depositary or by a nominee of the Depositary to
                  the Depositary or another nominee of the Depositary or by the
                  Depositary or any such nominee to a successor Depositary or a
                  nominee of such successor Depositary."

                  Section 2.03 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.

                                       13
<PAGE>

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution of the Company or one
or more indentures supplemental hereto, prior to the initial issuance of
Securities of any series, any or all of the following, as applicable:

                  (a) the title of the Securities of the series, which shall
distinguish the Securities of that series from the Securities of all other
series;

                  (b) the aggregate principal amount of the Securities of the
series to be authenticated and delivered under this Indenture and any limitation
on the ability of the Company to increase such aggregate principal amount after
the initial issuance of the Securities of that series (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, or upon redemption of, other Securities of that series
pursuant hereto);

                  (c) the date or dates on which the Principal of the Securities
of the series shall be payable;

                  (d) the percentage of the aggregate principal amount of the
Securities of the series at which the Securities shall be issued and whether the
Securities will be Original Issue Discount Securities and any special tax
considerations relating thereto;

                  (e) (i) the rate or rates (which may be fixed or variable) per
annum at which the Securities of the series shall bear interest, if any, (ii)
the date or dates from which such interest shall accrue, on which such interest
shall be payable and on which a record shall be taken for the determination of
Holders to whom interest is payable, and/or (iii) the method by which such rate
or rates or date or dates shall be determined;

                  (f) if other than as provided in Section 4.02, the place or
places where (i) the Principal of, interest on and any Additional Amounts in
respect of Securities of the series shall be payable, (ii) any Securities of the
series may be surrendered for transfer or exchange, and (iii) notices or demands
to or upon the Company and the Guarantor in respect of the Securities of the
series and this Indenture may be served;

                  (g) the right, if any, of the Company to redeem Securities of
the series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions upon which
Securities of that series may be so redeemed, pursuant to any sinking fund or
otherwise;

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

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

                                       14
<PAGE>

                  (j) if other than the entire principal amount thereof, the
portion of the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the maturity thereof;

                  (k) if other than Dollars, the currency or currencies in which
payment of the Principal of or interest on or any Additional Amounts in respect
of Securities of the series shall be payable or in which Securities of that
series shall be denominated, and any other terms and conditions relating
thereto;

                  (l) if other than the currency in which the Securities of the
series are denominated, the currency in which payment of the Principal of or
interest on the Securities of the series shall be payable or if the amount of
payments of Principal of and/or interest on the Securities of that series may be
determined with reference to an index based on a currency other than that in
which the Securities of the series are denominated, the manner in which such
amounts shall be determined;

                  (m) if payment of the Principal of and interest on the
Securities of the series shall be payable in currency or currencies other than
Dollars, the manner in which any such currency shall be valued against other
currencies in which any other Securities shall be payable;

                  (n) whether and under what circumstances the Company will pay
Additional Amounts on the Securities of the series in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
Additional Amounts;

                  (o) if the Securities of the series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of that series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;

                  (p) any trustees, depositaries, Authenticating Agents, Paying
Agents, transfer agents or the Registrar or any other Agents with respect to the
Securities of the series;

                  (q) provisions, if any, for the defeasance of the Securities
of the series (including provisions permitting defeasance of less than all
Securities of the series), which provisions may be in addition to, in
substitution for, or in modification of (or any combination of the foregoing)
the provisions of Article Nine;

                  (r) if the Securities of the series are issuable in whole or
in part as one or more Global Securities, the identity of the Depositary for
such Global Security or Securities;

                  (s) any deletions from, modifications of or additions to the
Events of Default or covenants with respect to the Securities of the series; and

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

                                       15
<PAGE>

                  All Securities of any one series shall be substantially
identical, except as to date and denomination, except in the case of any
Periodic Offering and except as may otherwise be provided by or pursuant to the
Board Resolution referred to above or as set forth in any indenture supplemental
hereto. All Securities of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to such Board Resolution or in any such indenture
supplemental hereto, and any forms and terms of Securities to be issued from
time to time may be completed and established from time to time prior to the
issuance thereof by procedures described in such Board Resolution or
supplemental indenture.

                  Section 2.04 Denominations. The Securities of each series
shall be issuable in denominations established as contemplated by Section 2.03.
With respect to Securities of any series denominated in Dollars, in the absence
of any such provisions with respect to Securities of such series, Securities of
such series, other than Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof.

                  The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner as the Officer of the Company executing
the same may determine, as evidenced by his or her execution thereof.

                  Section 2.05 Registrar and Paying Agent; Agents Generally. The
Company shall maintain an office or agency where Securities may be presented for
registration, registration of transfer or exchange (the "Registrar") and the
Company and the Guarantor shall maintain an office or agency where Securities
may be presented for payment or where, in the case of the Guarantor, Securities
may be presented for payment under the Guarantees endorsed thereon (the "Paying
Agent"), which in each case shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the
Securities and of their registration, transfer and exchange and the name and
address of each of the Holders (the "Security Register"). The Company and the
Guarantor may have one or more additional Paying Agents or transfer agents with
respect to any series.

                  The Company shall enter into an appropriate agency agreement
with any Agent that is not a party to this Indenture. The agreement shall
implement the provisions of this Indenture and the Trust Indenture Act that
relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any Agent and any change in the name or
address of an Agent. If the Company fails to maintain a Registrar or if the
Company or the Guarantor fails to maintain a Paying Agent, the Trustee shall act
as Registrar and Paying Agent. The Company or the Guarantor may remove any Agent
appointed by it upon written notice to such Agent and the Trustee; provided that
no such removal shall become effective until (i) the acceptance of an
appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Company or the Guarantor and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. The Company, the Guarantor or any
affiliate of the Company or the Guarantor may act as Paying Agent or Registrar;
provided that neither the Company, the Guarantor nor any such

                                       16
<PAGE>

affiliate shall act as Paying Agent in connection with the defeasance of the
Securities or the discharge of this Indenture under Article Nine.

                  The Company initially appoints the Trustee as Registrar and
Authenticating Agent, and the Company and the Guarantor initially appoint the
Trustee as Paying Agent. If, at any time, the Trustee is not the Registrar, the
Registrar shall make available to the Trustee 10 days prior to each interest
payment date and at such other times as the Trustee may reasonably request the
names and addresses of the Holders as they appear in the Security Register.

                  Section 2.06 Paying Agent to Hold Money in Trust. Not later
than 10:00 a.m., New York City time, on each due date of any Principal or
interest on any Securities, the Company shall deposit with the Paying Agent
money in immediately available funds sufficient to pay such Principal or
interest. The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent shall hold in trust for the benefit of
the Holders of such Securities or the Trustee all money held by the Paying Agent
for the payment of Principal of and interest on such Securities and shall
promptly notify the Trustee in writing of any default in making any such
payment. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and account for any funds disbursed, and the Trustee
may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require such Paying Agent to pay all money held by it
to the Trustee and to account for any funds disbursed. Upon doing so, the Paying
Agent shall have no further liability for the money so paid over to the Trustee.
If the Company, the Guarantor or any affiliate of the Company or the Guarantor
acts as Paying Agent, it will, on or before each due date of any Principal of or
interest on any Securities, segregate and hold in a separate trust fund for the
benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such
Holders or otherwise disposed of as provided in this Indenture, and will
promptly notify the Trustee in writing of its action or failure to act as
required by this Section.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

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

                                       17
<PAGE>

                  Section 2.07 Transfer and Exchange. Upon surrender for
registration of transfer of any Security of any series at any agency of the
Company maintained for such purpose in accordance with Section 2.05, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount.

                  At the option of the Holder thereof, Securities of any series
(other than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the agency of the Company maintained for such purpose in accordance
with Section 2.05. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities, having a Guarantee executed by the Guarantor endorsed thereon, that
the Holder making the exchange is entitled to receive.

                  All Securities presented for registration of transfer,
exchange, redemption or payment shall be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company, the Guarantor and the Trustee duly executed by the Holder or his or her
attorney duly authorized in writing.

                  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
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

                  Notwithstanding any other provision of this Section 2.07,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

                  If at any time the Depositary for any Global Securities of any
series notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Securities or if at any time the Depositary for such
Global Securities shall no longer be eligible under applicable law to act as
Depositary, the Company shall appoint a successor Depositary eligible under
applicable law with respect to such Global Securities. If:

                  (i) a successor Depositary eligible under applicable law for
         such Global Securities is not appointed by the Company within 90 days
         after the Company receives such notice or becomes aware of such
         ineligibility;

                  (ii) an Event of Default has occurred and is continuing and
         the beneficial owners representing a majority in principal amount of
         the applicable series of Securities represented by such Global
         Securities advise the Depositary to cease acting as depositary for such
         Global Securities; or

                                       18
<PAGE>

                  (iii) the Company, in its sole discretion, determines at any
         time that any Securities of any series issued or issuable in the form
         of one or more Global Securities shall no longer be represented by such
         Global Securities;

then the Company will execute, and the Trustee, upon receipt of the Company's
order for the authentication and delivery of definitive Securities of such
series and tenor, will authenticate and make available for delivery Securities
of such series and tenor, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of such Global Securities, having
a Guarantee executed by the Guarantor endorsed thereon, in exchange for such
Global Securities.

                  Any time the Securities of any series are not in the form of
Global Securities pursuant to the preceding paragraph, the Company agrees to
supply the Trustee with a reasonable supply of certificated Securities, having a
Guarantee executed by the Guarantor endorsed thereon, without the legend
required by Section 2.02 and the Trustee agrees to hold such Securities in
safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.

                  If established by the Company pursuant to Section 2.03 with
respect to any Global Security, the Depositary for such Global Security may
surrender such Global Security in exchange in whole or in part for Securities of
the same series and tenor 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 service charge,

                  (i) to the Person specified by such Depositary new Securities
         of the same series and tenor, having a Guarantee executed by the
         Guarantor endorsed thereon, of any authorized denominations as
         requested by such Person, in an aggregate principal amount equal to and
         in exchange for such Person's beneficial interest in the Global
         Security; and

                  (ii) to such Depositary a new Global Security, having a
         Guarantee executed by the Guarantor endorsed thereon, in a denomination
         equal to the difference, if any, between the principal amount of the
         surrendered Global Security and the aggregate principal amount of
         Securities authenticated and delivered pursuant to clause (i) above.

                  Securities issued in exchange for a Global Security, having a
Guarantee executed by the Guarantor endorsed thereon, pursuant to this Section
2.07 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 or an
agent of the Company or the Trustee in writing. The Trustee or such agent shall
deliver such Securities to or as directed in writing by the Persons in whose
names such Securities are so registered.

                  All Securities (including the Guarantee endorsed thereon)
issued upon any transfer or exchange of Securities shall be valid obligations of
the Company and the Guarantor, evidencing the same debt, and entitled to the
same benefits under this Indenture and the Guarantee endorsed thereon, as the
Securities surrendered upon such transfer or exchange.

                  The Registrar shall not be required (i) to issue, register the
transfer of or exchange Securities of any series if such Securities may be among
those selected for redemption during a

                                       19
<PAGE>

period beginning 15 days before the selection of Securities to be redeemed and
ending on the day of mailing of the relevant notice of redemption, (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to issue, register the transfer
of or exchange any Security that has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so
repaid.

                  Section 2.08 Replacement Securities. If a defaced or mutilated
Security of any series is surrendered to the Trustee or if a Holder claims that
its Security of any series has been lost, destroyed or wrongfully taken and
presents to the Trustee, the Company, the Guarantor and any Agent evidence to
their satisfaction of the loss, destruction or wrongful taking of such Security,
the Company shall issue and the Trustee shall authenticate a replacement
Security of such series and tenor and principal amount, having a Guarantee
executed by the Guarantor endorsed thereon, bearing a number not
contemporaneously outstanding. An indemnity bond must be furnished that is
sufficient in the judgment of the Trustee, the Company and the Guarantor to
protect the Trustee, the Company, the Guarantor and any Agent from any loss that
any of them may suffer if a Security is replaced. The Company may charge such
Holder for its expenses and the expenses of the Trustee (including without
limitation attorneys' fees and expenses) in replacing a Security. In case any
such mutilated, defaced, lost, destroyed or wrongfully taken Security has become
or is about to become due and payable, the Company and the Guarantor in their
discretion may pay such Security instead of issuing a new Security (with the
Guarantee endorsed thereon) in replacement thereof.

                  Every replacement Security (including the Guarantee endorsed
thereon) is an additional obligation of the Company and the Guarantor and shall
be entitled to the benefits of this Indenture equally and proportionately with
any and all other Securities of such series and the Guarantee endorsed thereon
duly authenticated and delivered hereunder.

                  To the extent permitted by law, the foregoing provisions of
this Section are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or wrongfully taken Securities.

                  Section 2.09 Outstanding Securities. Securities outstanding at
any time are all Securities that have been authenticated by the Trustee except
for those Securities it has canceled, those Securities delivered to it for
cancellation, those paid pursuant to Section 2.08 and those Securities described
in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding unless and until the Trustee, the Company and the Guarantor
receive proof satisfactory to them that the replaced Security is held by a
holder in due course.

                  If the Paying Agent (other than the Company, the Guarantor or
an affiliate of the Company or the Guarantor) holds on the maturity date or any
redemption date or date for repurchase of the Securities money sufficient to pay
Securities payable or to be redeemed or repurchased on such date, then on and
after such date such Securities shall cease to be outstanding and interest on
them shall cease to accrue.

                                       20
<PAGE>

                  A Security does not cease to be outstanding because the
Company, the Guarantor or one of the affiliates of the Company or the Guarantor
holds such Security, provided, however, that, in determining whether the Holders
of the requisite principal amount of the outstanding Securities shall have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company, the Guarantor or any affiliate of
the Company or the Guarantor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities as to which a Responsible Officer of the
Trustee has received written notice to be so owned shall be so disregarded. Any
Securities so owned which are pledged by the Company, the Guarantor, or any
affiliate of the Company or the Guarantor, as security for loans or other
obligations, otherwise than to another such affiliate of the Company or the
Guarantor, shall be deemed to be outstanding, if the pledgee is entitled
pursuant to the terms of its pledge agreement and is free to exercise in its
discretion the right to vote such securities, uncontrolled by the Company, the
Guarantor or any such affiliate.

                  Section 2.10 Temporary Securities. Until definitive Securities
of any series are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities of such series, having the Guarantee of
the Guarantor endorsed thereon. Temporary Securities of any series shall be
substantially in the form of definitive Securities of such series, but may have
insertions, substitutions, omissions and other variations determined to be
appropriate by the Officers of the Company and the Guarantor executing the
temporary Securities or the Guarantee endorsed thereon, as evidenced by their
execution of such temporary Securities or Guarantee, as applicable. If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series, having the Guarantee of the Guarantor endorsed
thereon to be prepared without unreasonable delay. After the preparation of
definitive Securities of any series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series and tenor upon
surrender of such temporary Securities at the office or agency of the Company
designated for such purpose pursuant to Section 4.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series the Company shall execute and the Trustee shall authenticate and
make available for delivery in exchange therefor a like principal amount of
definitive Securities of such series and tenor and authorized denominations,
having a Guarantee executed by the Guarantor endorsed thereon. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series.

                  Section 2.11 Cancellation. The Company or the Guarantor at any
time may deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder, which the Company or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold. The Registrar, any transfer agent and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment or cancellation and shall deliver such canceled
Securities to the Company or the Guarantor, as applicable. The Company may not
issue new Securities to replace Securities it has paid in full or delivered to
the Trustee for cancellation, except as expressly permitted by this Indenture.

                                       21
<PAGE>

                  Section 2.12 Persons Deemed Owners. Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of Principal of and (subject to Section 2.13) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

                  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.

                  Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any Depositary, as a Holder, with
respect to such Global Security or impair, as between such depositary and owners
of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Global Security.

                  Section 2.13 Payment of Interest; Defaulted Interest. (a) The
Securities of each series shall bear interest, if any, from the date, and such
interest shall be payable on the dates, established as contemplated by Section
2.03. The person in whose name any Security of any series is registered at the
close of business on any Record Date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
Record Date and prior to such interest payment date, except if and to the extent
the Company shall default in the payment of the interest due on such interest
payment date for such series, in which case the provisions of Section 2.13(b)
shall apply. The term "Record Date" as used with respect to any interest payment
date (except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Securities of
such series established as contemplated by Section 2.03, or, if no such date is
so established, the 15th day next preceding such interest payment date, whether
or not such Record Date is a Business Day.

                  (b) If the Company defaults in a payment of interest on the
Securities, it shall pay, or shall deposit with the Paying Agent money in
immediately available funds sufficient to pay, the defaulted interest plus (to
the extent lawful) any interest payable on the defaulted interest (as may be
specified in the terms thereof, established pursuant to Section 2.03) to the
Persons who are Holders on a subsequent special record date, which shall mean
the 15th day next preceding the date fixed by the Company for the payment of
defaulted interest, whether or not such day is a Business Day. At least 15 days
before such special record date, the Company shall mail to each Holder and to
the Trustee a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

                                       22
<PAGE>

                  Section 2.14 Computation of Interest. Except as otherwise
specified pursuant to Section 2.03 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  Section 2.15 Series May Include Tranches. A series of
Securities may include one or more tranches of Securities, including Securities
issued in a Periodic Offering. The Securities of different tranches may have one
or more different terms, including authentication dates and public offering
prices, but all the Securities within each such tranche shall have identical
terms, including authentication date and public offering price. Notwithstanding
any other provision of this Indenture, with respect to Sections 2.02 (other than
the fourth paragraph thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05,
4.02, 7.01 through 7.14, 9.01 through 9.05 and 10.02, if any series of
Securities includes more than one tranche, all provisions of such Sections
applicable to any series of Securities shall be deemed equally applicable to
each tranche of any series of Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series or
tranche pursuant to Section 2.03. In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such Sections which
provide for or permit action to be taken with respect to a series of Securities
shall also be deemed to provide for and permit such action to be taken instead
only with respect to Securities of one or more tranches within that series (and
such provisions shall be deemed satisfied thereby), even if no comparable action
is taken with respect to Securities in the remaining tranches of that series.

                  Section 2.16 CUSIP and CINS Numbers. The Company in issuing
the Securities may use CUSIP and CINS numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders and no
representation shall be made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange.

                                  ARTICLE THREE

                                   REDEMPTION

                  Section 3.01 Applicability of Article. Securities of any
series that are redeemable before their maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.03 for Securities of any series) in accordance with this Article
Three. The provisions of this Article Three shall be applicable to the
Securities of any series, in whole but not in part, if, with respect to such
series:

                  (a) the Company determines that, as a result of any change in
or amendment to the laws or any regulations or rulings promulgated thereunder of
the United Kingdom (or of any political subdivision or taxing authority thereof)
or the United States (or of any political subdivision or taxing authority
thereof), or any change in the application or official interpretation of such
laws, regulations or rulings, or any change in the application or official
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which any such

                                       23
<PAGE>

jurisdiction is a party, which change, execution or amendment becomes effective
on or after the issue date or such other date specified in the Securities of
such series,

                  (i) the Company would be required to pay Additional Amounts
         (as defined in Section 4.05) with respect to such series of Securities
         on the next succeeding interest payment date and the payment of such
         Additional Amounts cannot be avoided by the use of reasonable measures
         available to the Company or the Guarantor, or

                  (ii) withholding tax has been or would be required to be
         withheld with respect to interest income received or receivable by the
         Company directly from the Guarantor (or any affiliate) and such
         withholding tax obligation cannot be avoided by the use of reasonable
         measures available to the Company or the Guarantor (or any affiliate);
         or

                  (b) the Company determines, based upon an opinion of
independent counsel of recognized standing that, as a result of any action taken
by any legislative body of, taxing authority of, or any action brought in a
court of competent jurisdiction, in the United Kingdom (or of any political
subdivision or taxing authority thereof) or the United States (or of any
political subdivision or taxing authority thereof) (whether or not such action
was taken or brought with respect to the Company or the Guarantor), which action
is taken or brought on or after the issue date or such other date specified in
the Securities of such series, there is a substantial probability that the
circumstances described in subsection (a) above would exist; provided, however,
that no such notice of redemption may be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts. The Company or the Guarantor will also pay to each Holder, or make
available for payment to each such Holder, on the redemption date any Additional
Amounts resulting from the payment of such redemption price.

                  Section 3.02 Notice of Redemption; Partial Redemptions. Prior
to the delivery of any notice of redemption, the Company or the Guarantor will
deliver to the Trustee an Officer's Certificate stating that the Company or the
Guarantor is entitled to effect a redemption and setting forth a statement of
facts showing that the conditions precedent of the right so to redeem have
occurred. Any notice of redemption will be irrevocable once the Company delivers
it to the Trustee.

                  Notice of redemption to the Holders of Securities of any
series to be redeemed as a whole or in part at the option of the Company shall
be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last addresses
as they shall appear upon the Security Register of the Company. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part, shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

                  The notice of redemption to each such Holder shall state:

                                       24
<PAGE>

                  (a) the principal amount of each Security of such series held
by such Holder to be redeemed;

                  (b) the CUSIP or CINS numbers, as the case may be, of the
Securities to be redeemed;

                  (c) the date fixed for redemption;

                  (d) the redemption price;

                  (e) the place or places of payment;

                  (f) that payment will be made upon presentation and surrender
of such Securities;

                  (g) that such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case;

                  (h) that interest accrued to the date fixed for redemption
will be paid as specified in such notice; and

                  (i) that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue.

                  In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series and tenor in principal amount equal to the unredeemed portion
thereof will be issued.

                  The notice of redemption of Securities of any series to be
redeemed at the option of the Company shall be given by the Company or, at the
Company's written request delivered at least 15 days before the date such notice
is to be given (unless a shorter period shall be acceptable to the Trustee), by
the Trustee in the name and at the expense of the Company.

                  On or before 10:00 a.m., New York City time, on the redemption
date specified in the notice of redemption given as provided in this Section
3.02, the Company will deposit with the Trustee or with one or more Paying
Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 2.06) an amount of money
sufficient to redeem on the redemption date all the Securities of such series so
called for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption. If all of the outstanding Securities
of a series are to be redeemed, the Company will deliver to the Trustee at least
45 days prior to the redemption date an Officer's Certificate stating that all
such Securities are to be redeemed.

                  If less than all the outstanding Securities of a series are to
be redeemed, the Company will deliver to the Trustee at least 45 days prior to
the redemption date an Officer's Certificate stating the aggregate principal
amount of such Securities to be redeemed. If less than all the Securities of a
series are to be redeemed, the Trustee shall select, pro rata, by lot or in

                                       25
<PAGE>

such manner as it and the Company shall deem appropriate and fair, Securities of
such series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Company and the Guarantor in writing of the Securities of such series selected
for redemption and, in the case of any Securities of such series selected for
partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

                  Section 3.03 Payment of Securities Called for Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after such date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to such date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue and, except as provided in Sections 8.11 and 9.04, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit under this Indenture, and the Holders thereof shall have
no right in respect of such Securities except the right to receive the
redemption price thereof and unpaid interest to the date fixed for redemption.

                  On presentation and surrender of such Securities at a place of
payment specified in the notice of redemption, such Securities shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the redemption date; provided that payment of
interest becoming due on or prior to the redemption date shall be payable to the
Holders of such Securities registered as such on the relevant Record Date
subject to the terms and provisions of Sections 2.05 and 2.13 hereof. If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the Principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to Maturity
(in the case of an Original Issue Discount Security) borne by such Security.

                  Upon presentation of any Security of any series redeemed in
part only, the Company shall execute and the Trustee shall authenticate and make
available for delivery to or on the order of the Holder thereof, at the expense
of the Company, a new Security or Securities of such series and tenor, each
having a Guarantee executed by the Guarantor endorsed thereon, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

                  Section 3.04 Exclusion of Certain Securities from Eligibility
for Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an Officer of the Company and delivered
to the Trustee at least 60 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially, and not
pledged or hypothecated, by either (a) the Company, (b) the Guarantor or (c) an
entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor.

                                       26
<PAGE>

                  Section 3.05 Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the Company may
at its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except through a mandatory sinking fund
payment) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.11, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Company
through any optional sinking fund payment. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.

                  On or before the 60th day next preceding each sinking fund
payment date for any series, or such shorter period as shall be acceptable to
the Trustee, the Company will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of specified
Securities of such series and the basis for such credit, (b) stating that none
of the specified Securities of such series has theretofore been so credited, (c)
stating that no Defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment which
the Company intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid that have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.11 to the Trustee with such
Officer's Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officer's Certificate shall be irrevocable and, upon its receipt
by the Trustee, the Company shall become unconditionally obligated to make all
the cash payments or delivery of Securities therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Company, on
or before any such 60th day, to deliver such Officer's Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the
Company (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section 3.05.

                  If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the

                                       27
<PAGE>

Company shall so request with respect to the Securities of any series), such
cash shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
thereof together with accrued interest thereon to the date fixed for redemption.
If such amount shall be $50,000 (or such lesser sum) or less and the Company
makes no such request then it shall be carried over until a sum in excess of
$50,000 (or such lesser sum) is available. The Trustee shall select, in the
manner provided in Section 3.02, for redemption on such sinking fund payment
date a sufficient principal amount of Securities of such series to absorb said
cash, as nearly as may be, and shall (if requested in writing by the Company)
inform the Company of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section 3.05 if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record and
beneficially, and not pledged or hypothecated, by either (a) the Company, (b)
the Guarantor or (c) an entity specifically identified in such Officer's
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or the Guarantor. The
Trustee, in the name and at the expense of the Company (or the Company, if it
shall so request the Trustee in writing) shall cause notice of redemption of the
Securities of such series to be given in substantially the manner provided in
Section 3.02 (and with the effect provided in Section 3.03) for the redemption
of Securities of such series in part at the option of the Company. The amount of
any sinking fund payments not so applied or allocated to the redemption of
Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance
with the provisions of this Section. Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
Principal of, and interest on, the Securities of such series at maturity.

                  On or before 10:00 a.m., New York City time, on each sinking
fund payment date, the Company shall pay to the Trustee in cash or shall
otherwise provide for the payment of all interest accrued to the date fixed for
redemption on Securities to be redeemed on the next following sinking fund
payment date. The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the
continuance of a Default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Company a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such Default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Seven and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 7.04 or the Default cured on or before the 60th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
3.05 to the redemption of such Securities.

                                       28
<PAGE>

                                  ARTICLE FOUR

                                    COVENANTS

                  Section 4.01 Payment of Securities. The Company shall pay the
Principal of and interest on and any Additional Amounts payable in respect of
the Securities on the dates and in the manner provided in the Securities and
this Indenture. The interest on Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to the
Holders thereof and at the option of the Company may be paid by mailing checks
for such interest payable to or upon the written order of such Holders at their
last addresses as they appear on the Security Register of the Company.

                  Notwithstanding any provisions of this Indenture and the
Securities of any series to the contrary, if the Company and a Holder of any
Security so agree or if expressly provided pursuant to Section 2.03, payments of
interest on, and any portion of the Principal of, such Holder's Security (other
than interest payable at maturity or on any redemption or repayment date or the
final payment of Principal on such Security) shall be made by the Paying Agent,
upon receipt from the Company of immediately available funds by 11:00 a.m., New
York City time (or such other time as may be agreed to between the Company and
the Paying Agent), directly to the Holder of such Security (by Federal funds
wire transfer or otherwise) if the Holder has delivered written instructions to
the Trustee 15 days prior to such payment date requesting that such payment will
be so made and designating the bank account to which such payments shall be so
made and in the case of payments of Principal surrenders the same to the Trustee
in exchange for a Security or Securities aggregating the same principal amount
as the unredeemed principal amount of the Securities surrendered. The Trustee
shall be entitled to rely on the last instruction delivered by the Holder
pursuant to this Section 4.01 unless a new instruction is delivered 15 days
prior to a payment date. The Company will indemnify and hold each of the Trustee
and any Paying Agent harmless against any loss, liability or expense (including
attorneys' fees) resulting from any act or omission to act on the part of the
Company or any such Holder in connection with any such agreement or from making
any payment in accordance with any such agreement.

                  The Company shall pay interest on overdue Principal, and
interest on overdue installments of interest, to the extent lawful, at the rate
per annum specified in the Securities.

                  Section 4.02 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be surrendered for registration of transfer or exchange or
for presentation for payment and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served; and the
Guarantor will maintain in the Borough of Manhattan, The City of New York, an
office or agency where Securities may be presented for payment under the
Guarantees endorsed thereon and where notices and demands to or upon the
Guarantor in respect of the Guarantee and this Indenture may be served. The
Company and the Guarantor hereby initially designate the Corporate Trust Office
of the Trustee, located in the Borough of Manhattan, The City of New York, as
such office or agency of the Company and the Guarantor. The Company and the
Guarantor will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
or the Guarantor shall fail

                                       29
<PAGE>

to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.02.

                  The Company and the Guarantor may also from time to time
designate one or more other offices or agencies where the Securities of any
series may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided that no such designation or
rescission shall in any manner relieve either the Company or the Guarantor of
its obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York for such purposes. The Company or the Guarantor, as applicable,
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

                  Section 4.03 Certificate to Trustee. Each of the Company and
the Guarantor will furnish to the Trustee annually, within 120 days after the
end of each fiscal year, a brief certificate (which need not contain the
statements required by Section 11.04) from its principal executive, financial or
accounting officer as to his or her knowledge of the compliance of the Company
or the Guarantor, as the case may be, 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, in the event
of any default specifying such default and the nature and status thereof of
which such person may have knowledge.

                  Section 4.04 Limitation on Liens. The Guarantor shall not, and
shall not permit any Subsidiary to, incur or assume any mortgage, charge,
security interest, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien or other security agreement (collectively, "Liens") on or with
respect to any property, assets or revenues of the Guarantor or any Subsidiary
owned on or acquired after the date of this Indenture to secure any Relevant
Indebtedness without making, or causing any such Subsidiary to make, effective
provision for securing the Securities equally and ratably with or prior to such
Relevant Indebtedness as to such property, assets or revenues for as long as
such Relevant Indebtedness is so secured.

                  Such restrictions on Liens shall not apply to:

                  (i) Liens arising by operation of law;

                  (ii) Liens on property, assets or revenues of any Person,
         which Liens are existing at the time such Person becomes a Subsidiary;

                  (iii) Liens on property, assets or revenues of any Person
         existing at the time such Person is merged with or into or amalgamated
         or consolidated with the Guarantor or any Subsidiary, or at the time of
         a sale, lease or other disposition of the properties of a corporation
         as an entirety or substantially as an entirety to the Guarantor or any
         Subsidiary.

Section 4.05 Payment of Additional Amounts. All payments of Principal and
interest in respect of the Securities shall be free and clear of and without
withholding or deduction for or on account of any present or future tax, duty,
levy, impost, assessment or other governmental charge of any nature whatsoever
imposed or levied by or on behalf of (i) the

                                       30
<PAGE>

government of the United Kingdom or of any territory of the United Kingdom or by
any authority or agency therein or thereof having the power to tax or (ii) the
government of the United States or of any state or territory of the United
States or by any authority or agency therein or thereof having the power to tax
(collectively, "Taxes"), except to the extent such Taxes are required to be
withheld or deducted by law or by the interpretation or administration thereof.
If either the Company or the Guarantor is so required to withhold or deduct any
amount for or on account of Taxes from any payment made in respect of the
Securities, the Company or the Guarantor, as the case may be, shall pay such
additional amounts ("Additional Amounts") as may be necessary such that the net
amount received by each Holder (including such Additional Amounts) after such
withholding or deduction shall not be less than the amount such Holder would
have received if the Taxes had not been withheld or deducted; provided that no
Additional Amounts will be payable with respect to Taxes:

                  (a) that would not have been imposed but for the existence of
any present or former connection between such Holder or beneficial owner of the
Securities (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such Holder or beneficial owner, if such
Holder or beneficial owner is an estate, trust, partnership or corporation) and
the United Kingdom or the United States or any political subdivision or
territory or possession thereof or therein or area subject to its jurisdiction,
including, without limitation, such Holder or beneficial owner (or such
fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
having been a citizen or resident thereof or treated as a resident thereof or
domiciled thereof or a national thereof or being or having been present or
engaged in trade or business therein or having or having had a permanent
establishment therein;

                  (b) that are estate, inheritance, gift, sales, transfer,
personal property, wealth or similar taxes, duties, assessments or other
governmental charges;

                  (c) that are payable other than by withholding from payments
of Principal of or interest on the Securities;

                  (d) that would not have been imposed but for the failure of
the applicable recipient of such payment to comply with any certification,
identification, information, documentation or other reporting requirement to the
extent (x) such compliance is required by applicable law or administrative
practice or an applicable treaty as a precondition to exemption from, or
reduction in, the rate of deduction or withholding of such Taxes, and (y) at
least 30 days before the first payment date with respect to which such
Additional Amounts shall be payable, the Company or the Guarantor, as the case
may be, shall have notified such recipient in writing that such recipient shall
be required to comply with such requirement;

                  (e) that would not have been imposed but for the presentation
of a Security (where presentation is required) for payment on a date more than
30 days after the date on which such payment became due and payable or the date
on which payment thereof was duly provided for, whichever occurred later;

                  (f) that are imposed on a payment to an individual and are
required to be made pursuant to any European Union Directive on the taxation of
savings income relating to the proposal for a directive on the taxation of
savings income published by the ECOFIN Council on

                                       31
<PAGE>

December 13, 2001 or otherwise implementing the conclusions of the ECOFIN
Council meeting of November 26-27, 2000, or any law implementing or complying
with, or introduced in order to conform to, such a directive;

                  (g) that would not have been imposed if presentation for
payment of the relevant Securities had been made to a Paying Agent other than
the Paying Agent to which the presentation was made; or

                  (h) any combination of the foregoing clauses (a) through (g);

nor shall Additional Amounts be paid with respect to any payment of the
Principal of or interest on any Security to any such Holder who is a fiduciary
or a partnership or a beneficial owner who is other than the sole beneficial
owner of such payment to the extent a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner would not
have been entitled to such Additional Amounts had it been the Holder of the
Security.

         The Company shall maintain, in respect of Securities of each series
outstanding, at least one Paying Agent located outside the United Kingdom. In
the event that the conclusions of the ECOFIN Council meeting of November 26-27,
2000 are implemented, and a Paying Agent with respect to Securities of a
particular series is maintained in any member state of the European Union, the
Company shall maintain a Paying Agent in at least one member state (other than
the United Kingdom) that will not be obliged to withhold or deduct taxes
pursuant to the European Union Directive on the taxation of savings proposed at
the ECOFIN Council meeting of November 26-27, 2000, provided there is at least
one member state that does not require a paying agent to withhold or deduct
pursuant to such Directive.

                  The obligation of the Company or the Guarantor, as the case
may be, to pay Additional Amounts if and when due will survive the termination
of this Indenture and the payment of all amounts in respect of the Securities.

                  Section 4.06. Waiver of Certain Covenants. The Company may
omit in any particular instance with respect to any series of Securities to
comply with any term, provision or condition set forth in Section 4.02 or
Section 4.04 if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding Securities of such
series 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 term, provision or
condition shall remain in full force and effect.

                  Section 4.07. Calculation of Original Issue Discount. The
Company shall provide to the Trustee on a timely basis such information as the
Trustee reasonably requests to enable the Trustee to prepare and file any form
required to be submitted by the Company with the Internal Revenue Service and
the Holders of the Securities relating to original issue discount, including,
without limitation, Form 1099-OID and Form 8281 or any successor forms, and the
Trustee shall file such forms in a timely manner with the appropriate persons
following receipt thereof from the Company.

                                       32
<PAGE>

                  Section 4.08. Reports by the Company and the Guarantor. The
Company and the Guarantor shall:

                  (a) file with the Trustee, within 15 days after the Company or
the Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or the Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company or the
Guarantor is not required to file information, documents or reports pursuant to
either of such Sections, then it will file with the Trustee, in accordance with
rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

                  (b) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company and the Guarantor, as the case may be, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and

                  (c) transmit or cause to be transmitted by mail to the
Holders, as their names and addresses appear in the Security Register, within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company or the
Guarantor, as the case may be, pursuant to paragraphs (a) and (b) of this
Section 4.08 as may be required by rules and regulations prescribed from time to
time by the Commission.

                                  ARTICLE FIVE

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  Section 5.01 When the Company May Merge, Etc. The Company
shall not consolidate with, merge with or into, or sell, lease, convey or
otherwise dispose of all or substantially all of its property and assets to (as
an entirety or substantially as an entirety in one transaction or a series of
related transactions), any Person (other than with or into the Guarantor) or
permit any Person to merge with or into the Company unless:

                  (a) either (x) the Company shall be the continuing Person or
(y) the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or that acquired or leased such property and assets
of the Company shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, all of the obligations of the Company on all of the
Securities and under this Indenture;

                                       33
<PAGE>

                  (b) the continuing Person is organized and validly existing
under the laws of the United States or the United Kingdom or is organized and
validly existing under the laws of a jurisdiction that is a member country of
the Organisation for Economic Cooperation and Development (or any successor
thereto) and, if such continuing Person is not organized and validly existing
under the laws of the United States or the United Kingdom, such continuing
Person shall agree in such supplemental indenture to be bound by a covenant
comparable to that described in Section 4.05 with respect to taxes imposed in
the continuing Person's jurisdiction of organization, and such continuing Person
shall benefit from a redemption option comparable to that described in Article
Three in the event of changes in taxes in such jurisdiction after the date of
such consolidation, merger or sale, in each case in form and substance
satisfactory to the Trustee;

                  (c) the Company shall have delivered to the Trustee an
Officer's Certificate, and, if the Company shall not be the continuing Person,
an Opinion of Counsel, in each case stating that such consolidation, merger or
transfer and such supplemental indenture complies with this provision and that
all conditions precedent provided for herein relating to such transaction have
been complied with and that such supplemental indenture constitutes the legal,
valid and binding obligation of the Company or such successor enforceable
against such Person in accordance with its terms, subject to customary
exceptions; and

                  (d) the Company shall have delivered to the Trustee an
Officer's Certificate to the effect that immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing.

                  Section 5.02 Successor Company Substituted. Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the property and assets of the Company in accordance
with Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein.

                  Section 5.03 When the Guarantor May Merge, Etc. The Guarantor
shall not consolidate with, merge with or into, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of its property and assets to
(as an entirety or substantially as an entirety in one transaction or a series
of related transactions), any Person (other than with or into the Company) or
permit any Person to merge with or into the Guarantor unless:

                  (a) either (x) the Guarantor shall be the continuing Person or
(y) the Person (if other than the Guarantor) formed by such consolidation or
into which the Guarantor is merged or that acquired or leased such property and
assets of the Guarantor shall expressly assume, by a supplemental indenture,
executed and delivered to the Company and to the Trustee, all of the obligations
of the Guarantor on the Guarantee and under this Indenture;

                  (b) the continuing Person is organized and validly existing
under the laws of the United States or the United Kingdom or is organized and
validly existing under the laws of a jurisdiction that is a member country of
the Organisation for Economic Cooperation and

                                       34
<PAGE>

Development (or any successor thereto) and, if such continuing Person is not
organized and validly existing under the laws of the United States or the United
Kingdom, such continuing Person shall agree in such supplemental indenture to be
bound by a covenant comparable to that described in Section 4.05 with respect to
taxes imposed in the continuing Person's jurisdiction of organization, and such
continuing Person shall benefit from a redemption option comparable to that
described in Article Three in the event of changes in taxes in such jurisdiction
after the date of such consolidation, merger or sale, in each case in form and
substance satisfactory to the Trustee;

                  (c) the Guarantor shall have delivered to the Trustee an
Officer's Certificate, and, if the Guarantor shall not be the continuing Person,
an Opinion of Counsel, in each case stating that such consolidation, merger or
transfer and such supplemental indenture complies with this provision and that
all conditions precedent provided for herein relating to such transaction have
been complied with and that such supplemental indenture constitutes the legal,
valid and binding obligation of the Guarantor or such successor enforceable
against such Person in accordance with its terms, subject to customary
exceptions; and

                  (d) the Guarantor shall have delivered to the Trustee an
Officer's Certificate to the effect that immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing.

                  Section 5.04 Successor Guarantor Substituted. Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the property and assets of the Guarantor in
accordance with Section 5.03 of this Indenture, the successor Person formed by
such consolidation or into which the Guarantor is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under
this Indenture with the same effect as if such successor Person had been named
as the Guarantor herein.

                  Section 5.05 Substitution of Obligor. The Company and the
Guarantor may at any time, without the consent of any Holders, arrange for and
cause the substitution of the Guarantor (including any successor Guarantor
pursuant to Section 5.04) or any subsidiary of the Guarantor (the "Substituted
Obligor") in place of the Company as the principal obligor in respect of any
series of Securities, subject to the conditions that:

                  (a) the Substituted Obligor executes a supplemental indenture,
in form and substance satisfactory to the Trustee, in which it agrees to be
bound by the terms of this Indenture, with any consequential amendments that the
Trustee may deem appropriate, as fully as if the Substituted Obligor had been
named in this Indenture and on the Securities of such series in place of the
Company;

                  (b) the Substituted Obligor is organized and validly existing
under the laws of the United States or the United Kingdom or is organized and
validly existing under the laws of a jurisdiction that is a member country of
the Organisation for Economic Cooperation and Development (or any successor
thereto) and, if such Substituted Obligor is not organized and validly existing
under the laws of the United States or the United Kingdom, such Substituted
Obligor shall agree in such supplemental indenture to be bound by a covenant
comparable to that

                                       35
<PAGE>

described in Section 4.05 with respect to taxes imposed in the Substituted
Obligor's jurisdiction of organization, and such Substituted Obligor shall
benefit from a redemption option comparable to that described in Article Three
in the event of changes in taxes in such jurisdiction after the date of such
consolidation, merger or sale, in each case in form and substance satisfactory
to the Trustee; and

                  (c) unless the Substituted Obligor is the Guarantor, the
obligations of the Substituted Obligor under the Indenture and the Securities of
such series are guaranteed by the Guarantor on the same terms as the Guarantee
of the Company's obligations in respect of such Securities immediately prior to
such substitution.

                  Section 5.06 Successor Obligor Substituted. Upon any
substitution of obligor pursuant to Section 5.05, the Substituted Obligor 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 Substituted
Obligor had been named as the Company herein. Any such substitution shall
operate to release the Company (including any successor Company pursuant to
Section 5.02) from any and all obligations under this Indenture.

                                   ARTICLE SIX

                                  THE GUARANTEE

                  Section 6.01 Guarantee. The Guarantor by its execution of this
Indenture hereby agrees with each Holder of the Securities authenticated and
delivered by the Trustee, and with the Trustee, on behalf of each such Holder,
to be unconditionally bound by the terms and provisions of the Guarantee with
respect to such Securities and authorizes the Trustee to confirm such Guarantee
to the Holder of each such Security by its execution and delivery of each such
Security, with such Guarantee endorsed thereon, authenticated and delivered by
the Trustee.

                  The Guarantee to be endorsed on the Securities shall be in
substantially the form set forth below:

                                   "GUARANTEE

                                       OF

                               GLAXOSMITHKLINE PLC

For value received, GlaxoSmithKline plc, a public limited company incorporated
under the laws of England and Wales, having its principal executive offices at
980 Great West Road, Brentford, Middlesex TW8 9GS, England (the "Guarantor,"
which term includes any Person as a successor Guarantor under the Indenture
referred to in the Security upon which this Guarantee is endorsed), hereby fully
and unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the Principal of, interest on and any Additional Amounts
payable in respect of such Security and the due and punctual payment of the
sinking fund or analogous payments referred to therein, if any, when and as the
same shall become due and payable, whether on the stated

                                       36
<PAGE>

maturity date, by declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of GlaxoSmithKline Capital plc, a public limited
company incorporated under the laws of England and Wales (the "Company," which
term includes any successor Person under such Indenture), to punctually make any
such payment of Principal, interest or Additional Amounts or any such sinking
fund or analogous payment, the Guarantor hereby agrees to cause any such payment
to be made punctually when and as the same shall become due and payable, whether
on the stated maturity date or by declaration of acceleration, call for
redemption or otherwise, and as if such payment were made by the Company.

The indebtedness evidenced by this Guarantee is ranked equally and pari passu
with all other unsecured and unsubordinated indebtedness of the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance that may
otherwise constitute a legal or equitable discharge of a guarantor; provided,
however, that, notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the Principal
of such Security, or increase the interest rate thereon, or alter the stated
maturity date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Article Seven of such Indenture. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby or with respect to any sinking
fund or analogous payment required under such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the Principal of, interest on and Additional Amounts payable
in respect of such Security. This Guarantee is a guarantee of payment and not of
collection.

The Guarantor shall be subrogated to all rights of the Holder of such Security
and the Trustee against the Company in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the
Principal of, interest on and Additional Amounts payable in respect of all
Securities of the same series issued under such Indenture shall have been paid
in full.

No reference herein to such Indenture and no provision of such Indenture shall
alter or impair the guarantees of the Guarantor, which are absolute and
unconditional, of the due and punctual payment of the Principal of, interest on
and Additional Amounts payable in respect of, and any sinking fund or analogous
payments with respect to, the Security upon which this Guarantee is endorsed.

                                       37
<PAGE>

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee that are defined in such Indenture shall have
the meanings assigned to them in such Indenture.

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

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed
this [o]th day of [o].

                                            GLAXOSMITHKLINE PLC,
                                            as the Guarantor

                                            By: ________________________________
                                                Name:
                                                Title:"

                                  ARTICLE SEVEN

                              DEFAULT AND REMEDIES

                  Section 7.01. Events of Default. An "Event of Default" shall
mean any one of the following events with respect to the Securities of any
series:

                  (a) default in the payment of all or any part of the Principal
of any Security of such series when the same becomes due and payable at
maturity, upon acceleration, redemption or mandatory repurchase, including as a
sinking fund installment, or otherwise, and, in the case of administrative or
technical difficulties in making such payment, such default continues for more
than two Business Days;

                  (b) default in the payment of any interest on or any
Additional Amounts payable in respect of any Security of such series when the
same becomes due and payable, and such default continues for a period of 30
days;

                  (c) default or breach of any other covenant or agreement of
the Company or the Guarantor in this Indenture with respect to any Security of
such series (other than a covenant or agreement a default in whose performance
or whose breach is specifically dealt with elsewhere in this Section 7.01), and
such default or breach continues for a period of 60 days after there has been
given to the Company and the Guarantor by the Trustee or to the Company, the
Guarantor and the Trustee by the Holders of 25% or more in aggregate principal
amount of the 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;

                                       38
<PAGE>

                  (d) default under any bond, debenture, note or other evidence
of indebtedness for money borrowed of the Company or the Guarantor (not
including any indebtedness for which recourse is limited to property purchased)
having in any particular case an aggregate outstanding principal amount in
excess of $25,000,000 (or its equivalent in any other currency), whether such
indebtedness now exists or shall hereafter be created, which default shall have
resulted in such indebtedness becoming or being accelerated and 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
indebtedness having been discharged;

                  (e) the entry by a court having jurisdiction in the premises
of (i) a decree or order for relief in respect of the Company or the Guarantor
in an involuntary case or proceeding under any applicable bankruptcy, insolvency
or other similar law, or (ii) a decree or order adjudging the Company or the
Guarantor bankrupt or insolvent, or suspending payments, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or the Guarantor under any
applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or the Guarantor
or substantially all of the property of the Company or the Guarantor, or
ordering the winding up or liquidation of the affairs of the Company or the
Guarantor, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive
days;

                  (f) commencement by the Company or the Guarantor of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the Company's or the Guarantor's consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
the Guarantor or for all or substantially all of the property and assets of the
Company or the Guarantor, or any general assignment by the Company or the
Guarantor for the benefit of creditors; or

                  (g) any other Event of Default established pursuant to Section
2.03 with respect to the Securities of such series occurs.

                  Section 7.02. Acceleration. (a) If an Event of Default
described in Section 7.01(a) or (b) with respect to the Securities of any series
then outstanding occurs and is continuing, then, and in each and every such
case, except for any series of Securities the Principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate Principal of the Securities of any such affected series
then outstanding hereunder (each such series treated as a separate class) by
notice in writing to the Company and to the Guarantor (and to the Trustee if
given by Holders) may declare the entire Principal (or, if the Securities of any
such series are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms of such series established pursuant
to Section 2.03) of all Securities of such affected series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

                                       39
<PAGE>

                  (b) If an Event of Default described in Section 7.01(c) or (g)
with respect to the Securities of one or more but not all series then
outstanding occurs and is continuing, then, and in each and every such case,
except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate Principal (or, if the Securities of any such series are Original
Issue Discount Securities, the amount thereof that may be accelerated under this
Section) of the Securities of all such affected series then outstanding
hereunder (treated as a single class) by notice in writing to the Company and to
the Guarantor (and to the Trustee if given by Holders) may declare the entire
Principal (or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the Principal as may be specified in the terms of
such series established pursuant to Section 2.03) of all Securities of all such
affected series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

                  (c) If an Event of Default described in Section 7.01(d), or in
Section 7.01(c) or (g) with respect to the Securities of all series then
outstanding, occurs and is continuing, then, and in each and every such case,
except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate Principal (or, if the Securities of any outstanding series are
Original Issue Discount Securities, the amount thereof that may be accelerated
under this Section) of all Securities of any series then outstanding hereunder
(treated as a single class) by notice in writing to the Company and to the
Guarantor (and to the Trustee if given by Holders) may declare the entire
Principal (or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the Principal as may be specified in the terms of
such series established pursuant to Section 2.03) of all Securities of any
series then outstanding, and the interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable.

                  (d) If an Event of Default described in Section 7.01(e) or (f)
occurs and is continuing, then the Principal (or, if any Securities are Original
Issue Discount Securities, such portion of the Principal as may be specified in
the terms thereof established pursuant to Section 2.03) of all the Securities
then outstanding and interest accrued thereon, if any, shall be and become
immediately due and payable, without any notice or other action by any Holder or
the Trustee, to the full extent permitted by applicable law.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the Principal (or, if the Securities are
Original Issue Discount Securities, such portion of the Principal as may be
specified in the terms thereof established pursuant to Section 2.03) of the
Securities of any series (or of all the Securities, as the case may be) shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company or the Guarantor shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of each such series (or of all the Securities, as the case may
be) and the Principal of any and all Securities of each such series (or of all
the Securities, as the case may be) that shall have become due otherwise than by
acceleration (with interest upon such Principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of

                                       40
<PAGE>

Original Issue Discount Securities) specified in the Securities of each such
series to the date of such payment or deposit) and such amount as shall be
sufficient to cover all amounts owing to the Trustee under Section 8.07, and if
any and all Events of Default under this Indenture, other than the non-payment
of the Principal of Securities that shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in
every such case the Holders of a majority in aggregate principal amount of all
the then outstanding Securities of all such series that have been accelerated
(voting as a single class), by written notice to the Company, to the Guarantor
and to the Trustee, may waive all defaults with respect to all such series (or
with respect to all the Securities, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

                  For all purposes under this Indenture, if a portion of the
Principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the Principal of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the Principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the Principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

                  Section 7.03. Other Remedies. If a payment default or an Event
of Default with respect to the Securities of any series occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an express
trust, any available remedy by proceeding at law or in equity to collect the
payment of Principal of and interest on the Securities of such series or to
enforce the performance of any provision of the Securities of such series or
this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.

                  Section 7.04. Waiver of Past Defaults. Subject to Sections
7.02, 7.07 and 10.02, the Holders of at least a majority in principal amount
(or, if the Securities are Original Issue Discount Securities, the amount
thereof that may be accelerated under Section 7.02) of the outstanding
Securities of all series affected (voting as a single class), by notice to the
Trustee, may waive an existing Default or Event of Default with respect to the
Securities of such series and its consequences, except a Default in the payment
of Principal of or interest on any Security as specified in Section 7.01(a) or
(b) or in respect of a covenant or provision of this Indenture that cannot be
modified or amended without the consent of the Holder of each outstanding
Security affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default with respect to the Securities of such series 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
Event of Default or impair any right consequent thereto.

                  Section 7.05. Control by Majority. Subject to Sections 8.01
and 8.02(e), the Holders of at least a majority in aggregate principal amount
(or, if any Securities are Original Issue Discount Securities, the amount
thereof that may be accelerated under Section 7.02) of the

                                       41
<PAGE>

outstanding Securities of all series affected (voting as a single class) may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
provided, that the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that may involve the Trustee in personal liability
or that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction; and provided
further, that the Trustee may take any other action it deems proper that is not
inconsistent with any directions received from Holders of Securities pursuant to
this Section 7.05.

                  Section 7.06. Limitation on Suits. No Holder of any Security
of any series may institute any proceeding, judicial or otherwise, with respect
to this Indenture or the Securities of such series, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

                  (b) the Holders of at least 25% in aggregate principal amount
of outstanding Securities of all such series affected 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;

                  (c) such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred in compliance with such request;

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

                  (e) during such 60-day period, the Holders of a majority in
aggregate principal amount of the outstanding Securities of all such affected
series have not given the Trustee a direction that is inconsistent with such
written request.

                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over such other Holder.

                  Section 7.07. Rights of Holder to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal of, interest on or Additional
Amounts payable in respect of such Holder's Security on or after the respective
due dates expressed on such Security, or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

                  Section 7.08. Collection Suit by Trustee. If an Event of
Default with respect to the Securities of any series in payment of Principal or
interest specified in Section 7.01(a) or (b) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company and the Guarantor for the whole amount (or such portion
thereof as specified in the terms established pursuant to Section 2.03 of
Original Issue Discount

                                       42
<PAGE>

Securities) of Principal of, and accrued interest remaining unpaid on, together
with interest on overdue Principal of, and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest on, the
Securities of such series, in each case at the rate or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in such Securities, and
such further amount as shall be sufficient to cover all amounts owing the
Trustee under Section 8.07.

                  Section 7.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
amounts due the Trustee under Section 8.07) and the Holders allowed in any
judicial proceedings relative to the Company (or any other obligor on the
Securities), the Guarantor, the creditors of the Company or the Guarantor, or
the property of the Company or the Guarantor and shall be entitled and empowered
to collect and receive any moneys, securities or other property payable or
deliverable upon conversion or exchange of the Securities or upon any such
claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
under Section 8.07. Nothing herein contained shall be deemed to empower the
Trustee to authorize or consent to, or accept or adopt on behalf of any Holder,
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities, the Guarantee or the rights of any Holder under the Securities or
the Guarantee, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

                  Section 7.10. Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article Seven in respect of the Securities of any
series shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of Principal,
interest or Additional Amounts, if any, upon presentation of the several
Securities in respect of which moneys have been collected and noting thereon the
payment, or issuing Securities of such series and tenor in reduced principal
amounts in exchange for the presented Securities of such series and tenor if
only partially paid, or upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 8.07 applicable to the Securities of such series in respect of
         which moneys have been collected;

                  SECOND: In case the Principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest on and
         Additional Amounts, if any, in respect of the Securities of such series
         in default in the order of the maturity of the installments of such
         interest and Additional Amounts, if any, with interest (to the extent
         that such interest has been collected by the Trustee) upon the overdue
         installments of interest and Additional Amounts, if any, at the same
         rate as the rate of interest or Yield to Maturity (in the case of
         Original Issue Discount Securities) specified in such Securities, such
         payments to be made ratably to the persons entitled thereto, without
         discrimination or preference;

                                       43
<PAGE>

                  THIRD: In case the Principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for Principal,
         interest and Additional Amounts, if any, with interest upon the overdue
         Principal, and (to the extent that such interest has been collected by
         the Trustee) upon overdue installments of interest at the same rate as
         the rate of interest or Yield to Maturity (in the case of Original
         Issue Discount Securities) specified in the Securities of such series;
         and in case such moneys shall be insufficient to pay in full the whole
         amount so due and unpaid upon the Securities of such series, then to
         the payment of such Principal and interest or Yield to Maturity,
         without preference or priority of Principal over interest or Yield to
         Maturity, or of interest or Yield to Maturity over Principal, or of any
         installment of interest over any other installment of interest, or of
         any Security of such series over any other Security of such series,
         ratably to the aggregate of such Principal and accrued and unpaid
         interest or Yield to Maturity; and

                  FOURTH: To the payment of the remainder, if any, to the
         Company, or to the extent the Trustee collects any amount pursuant to
         the Guarantee, the Guarantor, or any other person lawfully entitled
         thereto.

                  Section 7.11. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then, and in every such case, subject to any determination in such
proceeding, the Company, the Guarantor, the Trustee and the Holders shall be
restored to their former positions hereunder and thereafter all rights and
remedies of the Company, the Guarantor, Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  Section 7.12. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, in either case in
respect to the Securities of any series, a court may require any party litigant
in such suit (other than the Trustee) to file an undertaking to pay the costs of
the suit, and the court may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant (other than the
Trustee) in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 7.12 does not apply
to a suit by a Holder pursuant to Section 7.07 or a suit by Holders of more than
10% in principal amount of the outstanding Securities of such series.

                  Section 7.13. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in Section 2.08, 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.

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<PAGE>

                  Section 7.14. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder 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 Seven 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.

                                  ARTICLE EIGHT

                                     TRUSTEE

                  Section 8.01. General. The duties and responsibilities of the
Trustee shall be as provided by the Trust Indenture Act and as set forth herein.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Article Eight. The Trustee, prior to the
occurrence of an Event of Default of which a Responsible Officer of the Trustee
has actual knowledge and after the curing of all Events of Default that may have
occurred, 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. If an Event of Default to
the actual knowledge of a Responsible Officer of the Trustee 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.

                  Section 8.02. Certain Rights of Trustee. Subject to Sections
315(a) through (d) of the Trust Indenture Act:

                  (a) the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any Officer's Certificate,
Opinion of Counsel, resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper person or persons. The
Trustee need not investigate any fact or matter stated in the 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, following
reasonable notice, to make reasonable examination of the books, records and
premises of the Company or the Guarantor, as the case may be, personally or by
agent or attorney at the sole cost of the Company or the Guarantor, as the case
may be, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;

                                       45
<PAGE>

                  (b) before the Trustee acts or refrains from acting, it may
require an Officer's Certificate and/or an Opinion of Counsel, which shall
conform to Section 11.04. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or opinion.
Subject to Section 8.01, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting to take any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer's
Certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof;

                  (c) the Trustee may act through its attorneys, agents,
custodians and nominees not regularly in its employ and shall not be responsible
for the misconduct or negligence of any agent, attorney, custodian and nominee
appointed with due care; provided that the Trustee shall be required to
terminate any such agent, attorney, custodian or nominee if it has actual
knowledge of any failure by such Person to perform its delegated duties;

                  (d) any request, direction, order or demand of the Company or
the Guarantor mentioned herein shall be sufficiently evidenced by an Officer's
Certificate (unless other evidence in respect thereof be herein specifically
prescribed), and any Board Resolution may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Company or
the Guarantor, as the case may be;

                  (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, order or
direction of any of the Holders, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that might be incurred by it in compliance with such request, order
or direction;

                  (f) the Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers or for any action it takes or omits to take in accordance with
the direction of the Holders in accordance with Section 7.05 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;

                  (g) 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
to be taken by it hereunder in good faith and in reliance thereon;

                  (h) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, Officer's Certificate, Opinion of Counsel, Board
Resolution, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless

                                       46
<PAGE>

requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Securities of all series affected then
outstanding;

                  (i) 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

                  (j) the Trustee may request that the Company and the Guarantor
deliver an Officer's 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 Officer's Certificate may be signed by any person
authorized to sign an Officer's Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

                  Section 8.03. Individual Rights of Trustee. The Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Company and the Guarantor with the
same rights it would have if it were not the Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 310(b) and 311 of
the Trust Indenture Act.

                  Section 8.04. Trustee's Disclaimer. The recitals contained
herein and in the Securities (except the Trustee's certificate of
authentication) shall be taken as statements of the Company or the Guarantor and
not of the Trustee, and the Trustee assumes no responsibility for the
correctness of the same. Neither the Trustee nor any of its agents makes any
representation as to the validity or adequacy of this Indenture, the Securities
or the Guarantees, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any of its agents shall be accountable for the Company's or the
Guarantor's use or application of the proceeds from the Securities or for moneys
paid over to the Company or the Guarantor pursuant to the Indenture.

                  Section 8.05. Notice of Default. If any Default with respect
to the Securities of any series occurs and is continuing and if such Default is
known to a Responsible Officer of the Trustee, the Trustee shall give to each
Holder of Securities of such series notice of such Default within 90 days after
it occurs in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, unless such Default shall have been cured or waived before
the mailing or publication of such notice; provided, however, that, except in
the case of a Default in the payment of the Principal of, interest on or any
Additional Amounts with respect to any Security of such Series, or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be fully protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or responsible officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders; and
provided further that in the case of any default or breach of the character
specified in Section 7.01(c) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof.

                                       47
<PAGE>

                  Section 8.06. Reports by Trustee to Holders.

                  (a) Within 60 days after each May 1, beginning with May 1,
2004, the Trustee shall mail to each Holder as and to the extent provided in
Trust Indenture Act Section 313(c) a brief report dated as of such May 1, if
required by Trust Indenture Act Section 313(a).

                  (b) The Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities, on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this Subsection, if such
advances remaining unpaid at any time aggregate 10% or more of the principal
amount of the Securities of such series outstanding at such time, such report to
be transmitted within 90 days after such time.

                   A copy of each such report made pursuant to this Section
shall, at the time of such transmission to the Holders, be filed by the Trustee
with each stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will promptly notify the Trustee
when any Securities are listed on any exchange or delisted therefrom.

                  Section 8.07. Compensation and Indemnity. The Company, or
failing which, the Guarantor, shall pay to the Trustee such compensation as
shall be agreed upon in writing from time to time for its services. The
compensation of the Trustee shall not be limited by any law on compensation of a
trustee of an express trust. The Company, or failing which, the Guarantor, shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee (including the
reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith.

                  The Company, or failing which, the Guarantor, shall indemnify
the Trustee for, and hold it harmless against, any loss, liability, claim,
damage or expense, including taxes (other than income taxes), incurred by it
without negligence or bad faith on its part arising out of or in connection with
the acceptance or administration of this Indenture and the Securities or the
issuance of the Securities or a series thereof or the trusts hereunder and the
performance of its duties under this Indenture and the Securities, including the
costs and expenses of defending itself against or investigating any claim
asserted by any Person or liability in connection with the exercise or
performance of any of its powers or duties under this Indenture and the
Securities or in connection with enforcing the provisions of this Section 8.07.

                  The obligations of the Company and the Guarantor under this
Section to compensate and indemnify the Trustee and each predecessor Trustee and
to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the
rejection or termination of this Indenture under bankruptcy, insolvency or

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<PAGE>

similar law or the earlier resignation or removal of the Trustee. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities, and the
Securities are hereby subordinated to such senior claim. If the Trustee renders
services and incurs expenses following an Event of Default under Section 7.01(e)
or (f) hereof, the parties hereto and the Holders by their acceptance of the
Securities hereby agree that such expenses are intended to constitute expenses
of administration under any bankruptcy, insolvency or similar law.

                  Section 8.08. Replacement of Trustee. A resignation or removal
of the Trustee as Trustee with respect to the Securities of any series and
appointment of a successor Trustee as Trustee with respect to the Securities of
any series shall become effective only upon the successor Trustee's acceptance
of appointment as provided in this Section 8.08.

                  The Trustee may resign as Trustee with respect to the
Securities of any series at any time by so notifying the Company and the
Guarantor in writing. The Holders of a majority in principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with
respect to the Securities of such series by so notifying the Trustee in writing
and may appoint a successor Trustee with respect thereto with the consent of the
Company. The Company may remove the Trustee as Trustee with respect to the
Securities of any series if: (i) the Trustee is no longer eligible under Section
8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed as Trustee with respect
to the Securities of any series, or if a vacancy exists in the office of Trustee
with respect to the Securities of any series for any reason, the Company shall
promptly appoint a successor Trustee with respect thereto. Within one year after
the successor Trustee takes office, the Holders of a majority in principal
amount of the outstanding Securities of such series may appoint a successor
Trustee in respect of such Securities to replace the successor Trustee appointed
by the Company. If the successor Trustee with respect to the Securities of any
series does not deliver its written acceptance required by the next succeeding
paragraph of this Section 8.08 within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee (at the Company's expense), the Company or
the Holders of a majority in principal amount of the outstanding Securities of
such series may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect thereto.

                  A successor Trustee with respect to the Securities of any
series shall deliver a written acceptance of its appointment to the retiring
Trustee, to the Company and to the Guarantor. Immediately after the delivery of
such written acceptance, subject to the lien provided for in Section 8.07 and
subject to the payment of any and all amounts then due and owing to the retiring
Trustee, (i) the retiring Trustee shall transfer all property held by it as
Trustee in respect of the Securities of such series to the successor Trustee,
(ii) the resignation or removal of the retiring Trustee in respect of the
Securities of such series shall become effective and (iii) the successor Trustee
shall have all the rights, powers and duties of the Trustee in respect of the
Securities of such series under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder of Securities of such series.

                                       49
<PAGE>

                  Upon request of any such successor Trustee, the Company and
the Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

                  The Company shall give notice of any resignation and any
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee in respect of the Securities of such series
to all Holders of Securities of such series. Each notice shall include the name
of the successor Trustee and the address of its Corporate Trust Office.
Notwithstanding replacement of the Trustee with respect to the Securities of any
series pursuant to this Section 8.08, the Company's and the Guarantor's
obligations under Section 8.07 shall continue for the benefit of the retiring
Trustee.

                  Section 8.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein; provided that such successor Trustee shall be otherwise qualified and
eligible under this Article Eight.

                  Section 8.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of Trust Indenture Act Section 310(a).
The Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition.

                  Section 8.11. Money Held in Trust. The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law and except for
money held in trust under Article Nine of this Indenture.

                  Section 8.12. Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

                  Section 8.13. Communication by Holders with Other Holders.
Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act
with other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Guarantor, the Trustee, the Registrar and anyone
else shall have the protection of Section 312(c) of the Trust Indenture Act with
respect to such communications.

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  Section 9.01. Discharge; Defeasance within One Year of
Payment. Except as otherwise provided in this Section 9.01, the Company or the
Guarantor may terminate the

                                       50
<PAGE>

obligations of the Company and the Guarantor under the Securities of any series,
the Guarantee and this Indenture with respect to Securities of such series if:

                  (a) all Securities of such series previously authenticated and
delivered (other than destroyed, lost or wrongfully taken Securities of such
series that have been replaced or paid or Securities of such series that are
paid pursuant to Section 4.01 or Securities of such series for whose payment
money or securities have theretofore been held in trust and thereafter repaid to
the Company or the Guarantor, as provided in Section 9.05) have been delivered
to the Trustee for cancellation and the Company (or the Guarantor pursuant to
the Guarantee) has paid all sums payable by it hereunder; or

                  (b) (i) the Securities of such series mature within one year
or all of them are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of redemption,
(ii) the Company or the Guarantor irrevocably deposits in trust with the
Trustee, as trust funds solely for the benefit of the Holders of such Securities
for that purpose, money or U.S. Government Obligations or a combination thereof
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee), without consideration
of any reinvestment, to pay the Principal of and interest on the Securities of
such series to maturity or redemption, as the case may be, and to pay all other
sums payable by it hereunder, and (iii) the Company delivers to the Trustee an
Officer's Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture with respect to the Securities of such series have
been complied with.

                  With respect to the foregoing clause (a), only the Company's
and the Guarantor's obligations under Section 8.07 in respect of the Securities
of such series shall survive. With respect to the foregoing clause (b), only the
obligations of the Company and the Guarantor in Sections 2.02 through 2.12,
4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect of the Securities of
such series and the Guarantee thereof shall survive until such Securities of
such series are no longer outstanding. Thereafter, only the obligations of the
Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in
respect of the Securities of such series and the Guarantee thereof shall
survive. After any such irrevocable deposit, the Trustee upon written request
shall acknowledge in writing the discharge of the obligations of the Company and
the Guarantor under the Securities of such series, the Guarantee thereof and
this Indenture with respect to the Securities of such series except for those
surviving obligations specified above.

                  Section 9.02. Defeasance. Except as provided below, the
Company will be deemed to have paid, and the Company and the Guarantor will be
discharged from any and all obligations in respect of, the Securities of any
series and the Guarantee thereof, and the provisions of this Indenture will no
longer be in effect with respect to the Securities of such series and the
Guarantee thereof (and the Trustee, at the expense of the Company and the
Guarantor, shall execute proper instruments acknowledging the same); provided
that the following conditions shall have been satisfied:

                                       51
<PAGE>

                  (a) the Company or the Guarantor has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders of
the Securities of such series, for payment of the Principal of, interest on and
any Additional Amounts payable in respect of the Securities of such series,
money or U.S. Government Obligations or a combination thereof sufficient (unless
such funds consist solely of money, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee) without consideration of any reinvestment and
after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, to pay and discharge the
Principal of, interest on and any Additional Amounts payable in respect of the
outstanding Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the Trustee), as
the case may be;

                  (b) such deposit will not result in a breach or violation of,
or constitute a Default under, this Indenture or any other material agreement or
instrument to which the Company or the Guarantor, as the case may be, is a party
or by which it is bound;

                  (c) no Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit;

                  (d) the Company shall have delivered to the Trustee either (x)
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
discharge under this Section 9.02 and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred or (y) an Opinion of
Counsel to the same effect as the ruling described in clause (x) above; and

                  (e) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 9.02 of the Securities of such series have been complied with.

                  The obligations of the Company and the Guarantor in Sections
2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect
to the Securities of such series and the Guarantee thereof shall survive until
such Securities are no longer outstanding. Thereafter, only the obligations of
the Company and the Guarantor in Sections 8.07 and 9.05, as applicable, shall
survive.

                  The defeasance of obligations in respect of Securities of any
series by the Company and the Guarantor under this Section 9.02 shall be
effective notwithstanding any prior covenant defeasance in respect of Securities
of such series by the Company or the Guarantor under Section 9.03.

                  Section 9.03. Covenant Defeasance. The Company and the
Guarantor may omit to comply with the covenants in Sections 4.03, 4.04, 4.05,
5.01 and 5.03 and any other covenant relating to such series provided for in a
Board Resolution or supplemental indenture pursuant to Section 2.03 that may by
its terms be defeased pursuant to this Section 9.03, and such

                                       52
<PAGE>

omission shall be deemed not to be an Event of Default under Section 7.01(c) or
(g), with respect to the outstanding Securities of a series if:

                  (a) the Company or the Guarantor has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders of
the Securities of such series, for payment of the Principal of, interest on and
any Additional Amounts payable in respect of the Securities of such series,
money or U.S. Government Obligations or a combination thereof in an amount
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee) without consideration of
any reinvestment and after payment of all federal, state and local taxes or
other charges and assessments in respect thereof payable by the Trustee, to pay
and discharge the Principal of, interest on and any Additional Amounts payable
in respect of the outstanding Securities of such series to maturity or earlier
redemption (irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be;

                  (b) such deposit will not result in a breach or violation of,
or constitute a Default under, this Indenture or any other material agreement or
instrument to which the Company or the Guarantor, as the case may be, is a party
or by which it is bound;

                  (c) no Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit;

                  (d) the Company shall have delivered to the Trustee either (x)
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that such Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and covenant defeasance and will
be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred or (y) an Opinion of Counsel to the same effect as the ruling
described in clause (x) above; and

                  (e) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the covenant defeasance contemplated
by this Section 9.03 of the Securities of such series have been complied with.

                  Section 9.04. Application of Trust Money. Subject to Section
9.05, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 9.01, 9.02 or 9.03, as the
case may be, in respect of the Securities of any series and shall apply the
deposited money and the proceeds from deposited U.S. Government Obligations in
accordance with the Securities of such series and this Indenture to the payment
of Principal of, interest on and any Additional Amounts payable in respect of
the Securities of such series; but such money need not be segregated from other
funds except to the extent required by law. The Company, and failing which, the
Guarantor, agrees to pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.01, 9.02 or 9.03 or the Principal or interest received in
respect thereof other than any such tax, fee or other charge that by law is for
the account of the Holders of outstanding Securities.

                                       53
<PAGE>

                  Section 9.05. Repayment to Company and Guarantor. Subject to
Sections 8.07, 9.01, 9.02 and 9.03, the Trustee and the Paying Agent shall
promptly pay to the Company or to the Guarantor, as the case may be, upon
request set forth in an Officer's Certificate any money originally paid by a
party making such request held by them at any time and not required to make
payments hereunder and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
or to the Guarantor, as the case may be, upon written request any money
originally paid by a party making such request held by them and required to make
payments hereunder that

                  (a) remains unclaimed for two years; or

                  (b) in the opinion of a nationally recognized firm of
independent public accountants, expressed in a written certification thereof
delivered to the Trustee and Paying Agent, are in excess of the amount that
would then be required to be deposited to effect defeasance or covenant
defeasance, as the case may be, in accordance with this Article Nine.

After payment to the Company or to the Guarantor, Holders entitled to such money
must look to the Company or to the Guarantor, as the case may be, for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  Section 10.01. Without Consent of Holders. The Company, the
Guarantor and the Trustee may amend or supplement this Indenture, the Guarantee
or the Securities of any series without notice to or the consent of any Holder:

                  (a) to cure any ambiguity, defect or inconsistency in this
Indenture; provided that such amendments or supplements shall not materially and
adversely affect the interests of the Holders;

                  (b) to comply with Sections 5.01, 5.03 and 5.05;

                  (c) to comply with any requirements of the Commission in
connection with the qualification of this Indenture under the Trust Indenture
Act;

                  (d) to evidence and provide for the acceptance of appointment
hereunder with respect to the Securities of any or all series by a successor
Trustee;

                  (e) to establish the form or forms or terms of Securities of
any series or of the coupons appertaining to such Securities as permitted by
Section 2.03;

                  (f) to provide for uncertificated Securities and to make all
appropriate changes for such purpose;

                                       54
<PAGE>

                  (g) to provide for a further guarantee from a third party on
outstanding Securities of any series and the Securities of any series that may
be issued under this Indenture;

                  (h) to change or eliminate any provision of this Indenture;
provided that any such change or elimination shall become effective only when
there are no outstanding Securities of any series created prior to the execution
of such supplemental indenture that is entitled to the benefit of such
provision;

                  (i) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 9.01, 9.02 and 9.03,
provided that any such action shall not adversely affect the interests of the
Holders of such or any other series of Securities in any material respect; or

                  (j) to make any change that does not materially and adversely
affect the rights of any Holder;

                  Section 10.02. With Consent of Holders. Subject to Sections
7.04 and 7.07, without prior notice to any Holders, the Company, the Guarantor
and the Trustee may amend this Indenture, the Guarantee and the Securities of
any series with the written consent of the Holders of a majority in Principal
(or, if any Securities are Original Issue Discount Securities, such portion of
the Principal as may then be accelerated under Section 7.02) of the outstanding
Securities of all series affected by such amendment (all such series voting as
one class), and the Holders of a majority in Principal (or, if any Securities
are Original Issue Discount Securities, such portion of the Principal as may
then be accelerated under Section 7.02) of the outstanding Securities of all
series affected thereby (all such series voting as one class) by written notice
to the Trustee may waive future compliance by the Company and the Guarantor with
any provision of this Indenture, the Guarantee or the Securities of such series.

                  Notwithstanding the provisions of this Section 10.02, without
the consent of each Holder affected thereby, an amendment or waiver, including a
waiver pursuant to Section 7.04, may not:

                  (a) extend the stated maturity of the Principal of, or any
sinking fund obligation or any installment of interest on, such Holder's
Security, or reduce the Principal thereof, the rate of interest thereon
(including any amount in respect of original issue discount), or the Additional
Amounts payable in respect thereof or adversely affect the rights of such Holder
under any mandatory redemption or repurchase provision or any right of
redemption or repurchase at the option of such Holder, or reduce the amount of
the Principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof pursuant to Section 7.02 or
the amount thereof provable in bankruptcy, insolvency or similar proceeding, or
change any place of payment where, or the currency in which, any Principal,
interest thereon or Additional Amounts payable in respect thereof is payable,
modify any right to convert or exchange such Holder's Security for another
security to the detriment of the Holder, or impair the right to institute suit
for the enforcement of any such payment on or after the due date therefor;

                                       55
<PAGE>

                  (b) reduce the percentage in principal amount of outstanding
Securities of the relevant series the consent of whose Holders is required for
any such supplemental indenture, or for any waiver of compliance with certain
provisions of this Indenture or certain Defaults and their consequences provided
for in this Indenture, 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 10.02;

                  (c) waive a Default in the payment of Principal of or interest
on any Security of such Holder; or

                  (d) modify any of the provisions of this Section 10.02, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of Holders of Securities of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series or of the coupons
appertaining to such Securities.

                  It shall not be necessary for the consent of any Holder under
this Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
10.02 becomes effective, the Company shall give to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. The Company
will mail supplemental indentures to Holders upon request. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.

                  Section 10.03. Revocation and Effect of Consent. Until an
amendment or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the Security of the
consenting Holder, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to its
Security or portion of its Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver shall
become effective with respect to any Securities affected thereby on receipt by
the Trustee of written consents from the requisite Holders of outstanding
Securities affected thereby.

                  The Company may, but shall not be obligated to, fix a record
date (which may be not less than 10 nor more than 60 days prior to the
solicitation of consents) for the purpose of determining the Holders of the
Securities of any series affected entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the
immediately preceding paragraph, those Persons who were such Holders at such
record date (or

                                       56
<PAGE>

their duly designated proxies) and only those Persons shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be such Holders after
such record date. No such consent shall be valid or effective for more than 90
days after such record date.

                  After an amendment, supplement or waiver becomes effective
with respect to the Securities of any series affected thereby, it shall bind
every Holder of such Securities unless it is of the type described in any of
clauses(a) through (d) of Section 10.02. In case of an amendment or waiver of
the type described in clauses (a) through (d) of Section 10.02, the amendment or
waiver shall bind each such Holder who has consented to it and every subsequent
Holder of a Security that evidences the same indebtedness as the Security of the
consenting Holder.

                  Section 10.04. Notation on or Exchange of Securities. If an
amendment, supplement or waiver changes the terms of any Security, the Trustee
may require the Holder thereof to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Security about the changed terms and return
it to the Holder and the Trustee may place an appropriate notation on any
Security of such series thereafter authenticated. Alternatively, if the Company
or the Trustee so determines, the Company in exchange for the Security shall
issue and the Trustee shall authenticate a new Security of the same series and
tenor that reflects the changed terms.

                  Section 10.05. Trustee to Sign Amendments, Etc. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article Ten is authorized or permitted by
this Indenture, stating that all requisite consents have been obtained or that
no consents are required and stating that such supplemental indenture
constitutes the legal, valid and binding obligation of the Company and the
Guarantor, enforceable against the Company and the Guarantor in accordance with
its terms, subject to customary exceptions. Subject to the preceding sentence,
the Trustee shall sign such amendment, supplement or waiver if the same does not
adversely affect the rights of the Trustee. The Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                  Section 10.06. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Ten shall conform to
the requirements of the Trust Indenture Act as then in effect.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

                  Section 11.01. Trust Indenture Act of 1939. This Indenture
shall incorporate and be governed by the provisions of the Trust Indenture Act
that are required to be part of and to govern indentures qualified under the
Trust Indenture Act.

                                       57
<PAGE>

                  Section 11.02. Notices. Any notice or communication shall be
sufficiently given if written and (a) if delivered in person, when received or
(b) if mailed by first class mail, 5 days after mailing, or (c) as between any
two of the Company, the Guarantor and the Trustee if sent by facsimile
transmission, when transmission is confirmed, in each case addressed as follows:

                  if to the Company:

                  GlaxoSmithKline Capital plc
                  980 Great Road West
                  Brentford
                  Middlesex TW8 9GS
                  England
                  Telephone No.: (020) 8047 5000
                  Facsimile No.: (020) 8047 6905
                  Attention: Company Secretary

                  with a copy to the Guarantor at the address indicated below

                  if to the Guarantor:

                  GlaxoSmithKline plc
                  980 Great Road West
                  Brentford
                  Middlesex TW8 9GS
                  England
                  Telephone No.: (020) 8047 5000
                  Facsimile No.: (020) 8047 6905
                  Attention: Company Secretary

                  if to the Trustee:

                  Citibank, N.A.
                  111 Wall Street
                  New York, New York 10005
                  Telephone No.: (212) 657-7919
                  Facsimile No.: (212) 657-3862
                  Attention: Agency & Trust Services

                  The Company, the Guarantor or the Trustee by written notice to
the other may designate additional or different addresses for subsequent notices
or communications.

                  Any notice or communication shall be sufficiently given to
Holders of Securities by mailing to such Holders at their addresses as they
shall appear on the Security Register. Notice mailed shall be sufficiently given
if so mailed within the time prescribed. Copies of any such communication or
notice to a Holder shall also be mailed to the Trustee and each Agent at the
same time.

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<PAGE>

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.
Except as otherwise provided in this Indenture, if a notice or communication is
mailed in the manner provided in this Section 11.02, it is duly given, whether
or not the addressee receives it.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  In case it shall be impracticable to give notice as herein
contemplated, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

                  Section 11.03. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company or the Guarantor to
the Trustee to take any action under this Indenture, the Company or the
Guarantor, as the case may be, shall furnish to the Trustee:

                  (a) an Officer's Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

                  Section 11.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

                  (a) a statement that each person signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

                  (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based;

                  (c) a statement that, in the opinion of each such person, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

                  (d) a statement as to whether or not, in the opinion of each
such person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may rely
on an Officer's Certificate or certificates of public officials.

                  Section 11.05. Evidence of Ownership. The Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor, or the
Trustee may deem and treat the person in whose name any Security shall be
registered upon the Security Register for such series

                                       59

<PAGE>

as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the Principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Company, the Guarantor, the Trustee nor any
agent of the Company, the Guarantor or the Trustee shall be affected by any
notice to the contrary.

                  Section 11.06. Rules by Trustee, Paying Agent or Registrar.
The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Paying Agent or Registrar may make reasonable rules for its functions.

                  Section 11.07. Payment Date other than a Business Day. If any
date for payment of Principal or interest on any Security shall not be a
Business Day at any place of payment, then payment of Principal of or interest
on such Security, as the case may be, need not be made on such date, but may be
made on the next succeeding Business Day at any place of payment with the same
force and effect as if made on such date and no interest shall accrue in respect
of such payment for the period from and after such date.

                  Section 11.08. Governing Law; Waiver of Jury Trial. The laws
of the State of New York shall govern this Indenture, the Guarantee and the
Securities. Each of the Company, the Guarantor 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 Securities or the transactions contemplated hereby.

                  Section 11.09. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company, the Guarantor or any Subsidiary of the Company or the
Guarantor. Any such indenture or agreement may not be used to interpret this
Indenture.

                  Section 11.10. Successors. All agreements of the Company and
the Guarantor in this Indenture, the Guarantee and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                  Section 11.11. Duplicate Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  Section 11.12. Separability. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 11.13. Table of Contents, Headings, Etc.. The Table of
Contents and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions
hereof.

                  Section 11.14. Incorporators, Stockholders, Officers and
Directors of Company Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or

                                       60

<PAGE>

agreement contained in this Indenture or any indenture supplemental hereto, or
in any Security or any coupons appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer, director or
employee, as such, of the Company, of the Guarantor or of any successor, either
directly or through the Company, the Guarantor or any successor, under any rule
of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities and the coupons appertaining thereto by the holders thereof and as
part of the consideration for the issue of the Securities and the coupons
appertaining thereto.

                  Section 11.15. Judgment Currency. The Company and the
Guarantor severally agree, to the fullest extent that they may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the Principal of or
interest on the Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a Business Day in The
City of New York, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the Business Day in The City of New York
preceding the day on which a final unappealable judgment is entered and (b)
their obligations under this Indenture to make payments in the Required Currency
(i) shall not be discharged or satisfied by any tender, or any recovery pursuant
to any judgment (whether or not entered in accordance with subsection (a)), in
any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture.

                                       61

<PAGE>

                                   SIGNATURES

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

                                     GLAXOSMITHKLINE CAPITAL PLC,
                                     as Issuer

                                     By: /s/ Victoria A. Llewellyn
                                         --------------------------------------
                                         Name:
                                         Title:

                                     GLAXOSMITHKLINE PLC,
                                     as Guarantor

                                     By: /s/ J.D. Coombe
                                         --------------------------------------
                                         Name:
                                         Title:

                                     CITIBANK, N.A.,
                                     as Trustee

                                     By: /s/ Louis Piscitelli
                                         --------------------------------------
                                         Authorized Signatory

                                       62