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                                                                     EXHIBIT 4.2

                                  CUMMINS INC.

                                  $250,000,000

                          9 1/2% Senior Notes Due 2010

                          Registration Rights Agreement

                                                              New York, New York
                                                               November 20, 2002

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     Cummins Inc., a corporation organized under the laws of Indiana (the
"Company"), proposes to issue and sell to certain purchasers (the "Initial
Purchasers"), for whom you are acting as representatives, upon the terms set
forth in a purchase agreement dated as of November 15, 2002 (the "Purchase
Agreement"), $250,000,000 principal amount of its 9 1/2% Senior Notes Due 2010
(the "Securities"). The Securities are to be issued under an indenture (as
amended from time to time, the "Indenture"), dated as of November 20, 2002,
between the Company and BNY Midwest Trust Company, as trustee (the "Trustee").
To induce the Initial Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company agrees with you
for your benefit and the benefit of the holders from time to time of the
Securities (including the Initial Purchasers) (each a "Holder" and, together,
the "Holders"), as follows:

     1.   DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

     "Act" shall mean the Securities Act of 1933 and the rules and regulations
of the Commission promulgated thereunder.

     "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

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     "Broker-Dealer" shall mean any broker or dealer registered as such under
the Exchange Act.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in the City of New York.

     "Commission" shall mean the Securities and Exchange Commission.

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

     "Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

     "Exchange Offer Registration Statement" shall mean a registration statement
of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments thereto, in each case including
the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

     "Exchanging Dealer" shall mean any Holder (which may include any Initial
Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for New Securities.

     "Holder" shall have the meaning set forth in the preamble hereto.

     "Indenture" shall have the meaning set forth in the preamble hereto.

     "Initial Placement" mean the initial placement of the Securities pursuant
to the Purchase Agreement.

     "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

     "Losses" shall have the meaning set forth in Section 7(d) hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.

     "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

     "New Securities" shall mean debt securities of the Company identical in all
material respects to the Securities (except that the cash interest and interest
rate step-up provisions and the

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transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Indenture or the New Securities Indenture.

     "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

     "Registered Exchange Offer" shall mean the proposed offer of the Company to
issue and deliver to the Holders of the Securities that are not prohibited by
any law or policy of the Commission from participating in such offer, in
exchange for the Securities, a like aggregate principal amount of the New
Securities.

     "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.

     "Securities" shall have the meaning set forth in the preamble hereto.

     "Shelf Registration" shall mean a registration effected pursuant to Section
3 hereof.

     "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

     "Trustee" shall have the meaning set forth in the preamble hereto.

     "underwriter" shall mean any underwriter of Securities in connection with
an offering thereof under a Shelf Registration Statement.

     2.   REGISTERED EXCHANGE OFFER. (a) The Company shall prepare and file with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer, and the Company shall use its reasonable best efforts
to cause the Exchange Offer Registration Statement to become effective under the
Act.

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          (b)   Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

          (c)   In connection with the Registered Exchange Offer, the Company
shall:

          (i)   mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (ii)  keep the Registered Exchange Offer open for not less than 20
     Business Days and not more than 30 Business Days after the date notice
     thereof is mailed to the Holders (or, in each case, longer if required by
     applicable law);

          (iii) use its reasonable best efforts to keep the Exchange Offer
     Registration Statement continuously effective under the Act, supplemented
     and amended as required, under the Act to ensure that it is available for
     sales of New Securities by Exchanging Dealers during the Exchange Offer
     Registration Period;

          (iv)  utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan in New York City, which
     may be the Trustee or an Affiliate of the Trustee;

          (v)   permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last Business Day on which
     the Registered Exchange Offer is open;

          (vi)  if required pursuant to the Act or the rules and regulations
     promulgated thereunder, prior to effectiveness of the Exchange Offer
     Registration Statement, provide a supplemental letter to the Commission (A)
     stating that the Company is conducting the Registered Exchange Offer in
     reliance on the position of the Commission in EXXON CAPITAL HOLDINGS
     CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY AND CO., INC.
     (pub. avail. June 5, 1991); and (B) including a representation that the
     Company has not entered into any arrangement or understanding with any
     Person to distribute the New Securities to be received in the Registered
     Exchange Offer and that, to the best of the Company's information and
     belief, each Holder participating in the Registered Exchange Offer is
     acquiring the New Securities in the ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the New Securities; and

          (vii) comply in all respects with all applicable laws.

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          (d)   As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

          (i)   accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

          (ii)  deliver to the Trustee for cancellation in accordance with
     Section 5(s) all Securities so accepted for exchange; and

          (iii) cause the Trustee promptly to authenticate and deliver to each
     Holder of Securities a principal amount of New Securities equal to the
     principal amount of the Securities of such Holder so accepted for exchange.

          (e)   Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5,
1991) and EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction; and (z) must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are of
New Securities obtained by such Holder in exchange for Securities acquired by
such Holder directly from the Company or one of its Affiliates. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

          (i)   any New Securities received by such Holder will be acquired in
     the ordinary course of business;

          (ii)  such Holder will have no arrangement or understanding with any
     Person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act;

          (iii) such Holder is not an Affiliate of the Company;

          (iv)  if such Holder is not a Broker-Dealer, that it is not engaged
     in, and does not intend to engage in, the distribution of the New
     Securities; and

          (v)   if such Holder is a Broker-Dealer, that it will receive New
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities and that it
will be required to acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities.

          (f)   If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue

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and deliver to such Initial Purchaser or the Person purchasing New Securities
registered under a Shelf Registration Statement as contemplated by Section 3
hereof from such Initial Purchaser, in exchange for such Securities, a like
principal amount of New Securities. The Company shall use its reasonable best
efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for
such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.

     3.   SHELF REGISTRATION. (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) any Initial Purchaser
so requests with respect to Securities that are not eligible to be exchanged for
New Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (iii) any Holder (other
than an Initial Purchaser) is not eligible to participate in the Registered
Exchange Offer; or (iv) in the case of any Initial Purchaser that participates
in the Registered Exchange Offer or acquires New Securities pursuant to Section
2(f) hereof, such Initial Purchaser does not receive freely tradeable New
Securities in exchange for Securities constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507
or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not "freely tradeable"; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), then the
Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

          (b)   (i) The Company shall as promptly as practicable (but in no
event more than 30 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall use its reasonable best
efforts to cause to be declared effective under the Act a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided further, that with respect to New Securities received
by an Initial Purchaser in exchange for Securities constituting any portion of
an unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

          (ii)  The Company shall use its reasonable best efforts to keep the
     Shelf Registration Statement continuously effective, supplemented and
     amended as required by the Act, in order to permit the Prospectus forming
     part thereof to be usable by Holders for

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     a period of two years from the date the Shelf Registration Statement is
     declared effective by the Commission or such shorter period that will
     terminate when all the Securities or New Securities, as applicable, covered
     by the Shelf Registration Statement have been sold pursuant to the Shelf
     Registration Statement (in any such case, such period being called the
     "Shelf Registration Period"). The Company shall be deemed not to have used
     its reasonable best efforts to keep the Shelf Registration Statement
     effective during the requisite period if it voluntarily takes any action
     that would result in Holders of Securities covered thereby not being able
     to offer and sell such Securities during that period, unless (A) such
     action is required by applicable law; or (B) such action is taken by the
     Company in good faith and for valid business reasons (not including
     avoidance of the Company's obligations hereunder), including the
     acquisition or divestiture of assets, so long as the Company promptly
     thereafter complies with the requirements of Section 5(k) hereof, if
     applicable.

          (iii) The Company shall cause the Shelf Registration Statement and the
     related Prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement or such amendment or
     supplement, (A) to comply in all material respects with the applicable
     requirements of the Act and the rules and regulations of the Commission;
     and (B) not to contain any untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary in order
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading.

     4.   SPECIAL INTEREST. In the event that (i) the Registered Exchange Offer
has not been completed within 180 days after the Closing Date, (ii) the Shelf
Registration Statement has not become effective or been declared effective by
the Commission within 180 days after the Closing Date, or (iii) any Exchange
Offer Registration Statement or Shelf Registration Statement required by Section
2 or 3 hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Act suspending the effectiveness of such
Registration Statement without being succeeded immediately by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iii), a "Registration Default," and each period during
which a Registration Default has occurred and is continuing, a "Registration
Default Period"), then, as liquidated damages for such Registration Default,
special interest ("Special Interest"), in addition to the base interest on the
Securities, shall accrue at a per annum rate of 0.25% for the first 90-day
period during the Registration Default Period, increasing by 0.25% for each
subsequent 90-day period during the Registration Default Period; PROVIDED, that
the rate payable by the Company as Special Interest under this Section 4 shall
not exceed a per annum rate of 1.00%. Special Interest shall accrue and be
payable by the Company in accordance with the terms of the Indenture.

     5.   ADDITIONAL REGISTRATION PROCEDURES. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

          (a)   The Company shall:

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          (i)   furnish to you, not less than five Business Days prior to the
     filing thereof with the Commission, a copy of any Exchange Offer
     Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (including all documents incorporated by
     reference therein after the initial filing) and shall use its best efforts
     to reflect in each such document, when so filed with the Commission, such
     comments as you reasonably propose;

          (ii)  include the information set forth in Annex A hereto on the
     facing page of the Exchange Offer Registration Statement, in Annex B hereto
     in the forepart of the Exchange Offer Registration Statement in a section
     setting forth details of the Exchange Offer, in Annex C hereto in the
     underwriting or plan of distribution section of the Prospectus contained in
     the Exchange Offer Registration Statement, and in Annex D hereto in the
     letter of transmittal delivered pursuant to the Registered Exchange Offer;

          (iii) if requested by an Initial Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K, as applicable, in the
     Prospectus contained in the Exchange Offer Registration Statement or Shelf
     Registration Statement; and

          (iv)  in the case of a Shelf Registration Statement, include the names
     of the Holders that propose to sell Securities pursuant to the Shelf
     Registration Statement as selling security holders.

          (b)   The Company shall ensure that:

          (i)   any Registration Statement and any amendment thereto and any
     Prospectus forming part thereof and any amendment or supplement thereto
     complies in all material respects with the Act and the rules and
     regulations thereunder; and

          (ii)  any Registration Statement and any amendment thereto does not,
     when it becomes effective, contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading.

          (c)   The Company shall advise you, the Holders of Securities covered
by any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Company a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):

          (i)   when a Registration Statement and any amendment thereto has been
     filed with the Commission and when the Registration Statement or any
     post-effective amendment thereto has become effective;

          (ii)  of any request by the Commission for any amendment or supplement
     to the Registration Statement or the Prospectus or for additional
     information;

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          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose;

          (iv)  of the receipt by the Company of any notification with respect
     to the suspension of the qualification of the securities included therein
     for sale in any jurisdiction or the initiation of any proceeding for such
     purpose; and

          (v)   of the happening of any event that requires any change in the
     Registration Statement or the Prospectus so that, as of such date, the
     statements therein are not misleading and do not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading.

          (d)   The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

          (e)   The Company shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

          (f)   The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Securities in connection with the offering and sale of
the Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.

          (g)   The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

          (h)   The Company shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other Person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus,

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or any amendment or supplement thereto, included in the Exchange Offer
Registration Statement.

          (i)   Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.

          (j)   The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may reasonably request.

          (k)   Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to Initial Purchasers of the Securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 5(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

          (l)   Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with certificates for such Securities or New Securities, in
a form eligible for deposit with The Depository Trust Company.

          (m)   The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

          (n)   The Company shall cause the Indenture to be qualified under the
Trust Indenture Act in a timely manner.

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          (o)   The Company may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such Securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

          (p)   In the case of any Shelf Registration Statement, the Company
shall enter into such and take all other appropriate actions (including if
requested an underwriting agreement in customary form) in order to expedite or
facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7.

          (q)   In the case of any Shelf Registration Statement, the Company
shall:

          (i)   make reasonably available for inspection by the Holders of
     Securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant financial and other records, pertinent corporate documents and
     properties of the Company and its subsidiaries;

          (ii)  cause the Company's officers, directors and employees to supply
     all relevant information reasonably requested by the Holders or any such
     underwriter, attorney, accountant or agent in connection with any such
     Registration Statement as is customary for similar due diligence
     examinations; PROVIDED, HOWEVER, that any information that is designated in
     writing by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by the Holders or
     any such underwriter, attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law, or such
     information becomes available to the public generally or through a third
     party without an accompanying obligation of confidentiality;

          (iii) make such representations and warranties to the Holders of
     Securities registered thereunder and the underwriters, if any, in form,
     substance and scope as are customarily made by issuers to underwriters in
     primary underwritten offerings and covering matters including, but not
     limited to, those set forth in the Purchase Agreement;

          (iv)  obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the Managing Underwriters, if any) addressed to
     each selling Holder and the underwriters, if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Holders and
     underwriters;

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          (v)   obtain "comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to each selling Holder of Securities
     registered thereunder and the underwriters, if any, in customary form and
     covering matters of the type customarily covered in "comfort" letters in
     connection with primary underwritten offerings; and

          (vi)  deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 5(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

          (r)   In the case of any Exchange Offer Registration Statement, the
Company shall, if and to the extent reasonably requested by an exchanging
Broker-Dealer:

          (i)   make reasonably available for inspection by such Initial
     Purchaser, and any attorney, accountant or other agent retained by such
     Initial Purchaser, all relevant financial and other records, pertinent
     corporate documents and properties of the Company and its subsidiaries;

          (ii)  cause the Company's officers, directors and employees to supply
     all relevant information reasonably requested by such Initial Purchaser or
     any such attorney, accountant or agent in connection with any such
     Registration Statement as is customary for similar due diligence
     examinations; PROVIDED, HOWEVER, that any information that is designated in
     writing by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by such Initial
     Purchaser or any such attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law, or such
     information becomes available to the public generally or through a third
     party without an accompanying obligation of confidentiality;

          (iii) make such representations and warranties to such Initial
     Purchaser, in form, substance and scope as are customarily made by issuers
     to underwriters in primary underwritten offerings and covering matters
     including, but not limited to, those set forth in the Purchase Agreement;

          (iv)  obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to such Initial Purchaser and its counsel,
     addressed to such Initial Purchaser, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and

                                       12
<Page>

     such other matters as may be reasonably requested by such Initial Purchaser
     or its counsel;

          (v)   obtain "comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired by the Company for which financial
     statements and financial data are, or are required to be, included in the
     Registration Statement), addressed to such Initial Purchaser, in customary
     form and covering matters of the type customarily covered in "cold comfort"
     letters in connection with primary underwritten offerings, or if requested
     by such Initial Purchaser or its counsel in lieu of a "comfort" letter, an
     agreed-upon procedures letter under Statement on Auditing Standards No. 35,
     covering matters requested by such Initial Purchaser or its counsel; and

          (vi)  deliver such documents and certificates as may be reasonably
     requested by such Initial Purchaser or its counsel, including those to
     evidence compliance with Section 5(k) and with conditions customarily
     contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

          (s)   If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

          (t)   The Company will use its reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

          (u)   In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

          (i)   if such Rules or By-Laws shall so require, engaging a "qualified
     independent underwriter" (as defined in such Rules) to participate in the
     preparation of the Registration Statement, to exercise usual standards of
     due diligence with respect

                                       13
<Page>

     thereto and, if any portion of the offering contemplated by such
     Registration Statement is an underwritten offering or is made through a
     placement or sales agent, to recommend the yield of such Securities;

          (ii)  indemnifying any such qualified independent underwriter to the
     extent of the indemnification of underwriters provided in Section 7 hereof;
     and

          (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Rules.

          (iv)  The Company shall use its reasonable best efforts to take all
     other steps necessary to effect the registration of the Securities or the
     New Securities, as the case may be, covered by a Registration Statement.

     6.   REGISTRATION EXPENSES. The Company shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 5
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

     7.   INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify
and hold harmless each Holder of Securities or New Securities, as the case may
be, covered by any Registration Statement (including each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 5(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any such Holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.

     The Company also agrees to indemnify or contribute as provided in Section
7(d) to Losses of each and any underwriter of Securities or New Securities, as
the case may be,

                                       14
<Page>

registered under a Shelf Registration Statement, their directors, officers,
employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 7(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 5(p) hereof.

          (b)   Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs such Registration Statement and each Person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

          (c)   Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); PROVIDED, HOWEVER, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such

                                       15
<Page>

claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding and does not include any statement as
to or any admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

          (d)   In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a several and not joint obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, nor shall any underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the securities purchased by such underwriter under the Registration Statement
which resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the sum of (x) the total net
proceeds from the Initial Placement (before deducting expenses) and (y) the
total amount of additional interest which the Company was not required to pay as
a result of registering the securities covered by the Registration Statement
which resulted in such Losses. Benefits received by the Initial Purchasers shall
be deemed to be equal to the total purchase discounts and commissions, and
benefits received by any other Holders shall be deemed to be equal to the value
of receiving Securities or New Securities, as applicable, registered under the
Act. Benefits received by any underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as set forth in the Prospectus
forming a part of the Registration Statement which resulted in such Losses.
Relative fault shall be determined by reference to, among other things, whether
any alleged untrue statement or omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other
hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who

                                       16
<Page>

controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

          (e)   The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling Persons referred to
in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

     8.   UNDERWRITTEN REGISTRATIONS. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

          (b)   No Person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

     9.   NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     10.  AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders (or, after the consummation of any Registered Exchange Offer in
accordance with Section 2 hereof, of New Securities); PROVIDED that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

     11.  NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

                                       17
<Page>

          (a)   if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Salomon
Smith Barney Inc. at its address set forth in the Purchase Agreement;

          (b)   if to you, initially at the respective addresses set forth in
the Purchase Agreement; and

          (c)   if to the Company, initially at its address set forth in the
Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

     12.  SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

     13.  COUNTERPARTS. This agreement may be in signed counterparts, each of
which shall an original and all of which together shall constitute one and the
same agreement.

     14.  HEADINGS. The headings used herein are for convenience only and shall
not affect the construction hereof.

     15.  APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     16.  SEVERABILITY. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     17.  SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities)

                                       18
<Page>

shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                            [signature page follows]

                                       19
<Page>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a building agreement among the
Company and the several Initial Purchasers.

                                   Very truly yours,

                                   CUMMINS INC.


                                   By:  /s/ Donald W. Trapp
                                      ---------------------------------
                                      Name:  Donald W. Trapp
                                      Title: Vice President - Treasurer

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.

By:  SALOMON SMITH BARNEY INC.


By:  /s/ William Brennan Smith
   -------------------------------
     Name: William Brennan Smith
     Title: Director

For themselves and the other several Initial Purchasers named in Schedule I to
the Purchase Agreement.

                                       20
<Page>

                                                                         ANNEX A

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".

                                       21
<Page>

                                                                         ANNEX B

     Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".

                                       22
<Page>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 20___, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

     The Company will not receive any proceeds from any sale of New Securities
by brokers-dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     For a period of one year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

     [If applicable, add information required by Regulation S-K Items 507 and/or
508.]

                                       23
<Page>

                                                                         ANNEX D

RIDER A

     CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:
                ____________________________________________
     Address:
                ____________________________________________
                ____________________________________________

RIDER B

     If the undersigned is not a Broker-Dealer, the undersigned represents that
     it acquired the New Securities in the ordinary course of its business, it
     is not engaged in, and does not intend to engage in, a distribution of New
     Securities and it has not arrangements or understandings with any Person to
     participate in a distribution of the New Securities. If the undersigned is
     a Broker-Dealer that will receive New Securities for its own account in
     exchange for Securities, it represents that the Securities to be exchanged
     for New Securities were acquired by it as a result of market-making
     activities or other trading activities and acknowledges that it will
     deliver a prospectus in connection with any resale of such New Securities;
     however, by so acknowledging and by delivering a prospectus, the
     undersigned will not be deemed to admit that it is an "underwriter" within
     the meaning of the Securities Act.

                                       24