<PAGE>

                                                                     EXHIBIT 4.1

                     BERKSHIRE HATHAWAY FINANCE CORPORATION
                                   (as Issuer)

                                       and

                             BERKSHIRE HATHAWAY INC.
                                 (as Guarantor)

                                       TO

                          BANK ONE TRUST COMPANY, N.A.
                                  (as Trustee)

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

                                    INDENTURE

                           Dated as of October 6, 2003

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

<PAGE>


                  CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: (1)*

                                 TRUST INDENTURE

<TABLE>
<CAPTION>
ACT SECTION                                                    INDENTURE SECTION
<S>                                                            <C>
Section 310(a)(1)............................................   609
(a)(2).......................................................   609
(a)(3).......................................................   Not Applicable
(a)(4).......................................................   Not Applicable
(a)(5).......................................................   609
(b)..........................................................   608
(c)..........................................................   Not Applicable
Section 311(a)...............................................   613
(b)..........................................................   613
(c)..........................................................   Not Applicable
Section 312(a)...............................................   701
..............................................................   702
(b)..........................................................   702
(c)..........................................................   702
Section 313(a)...............................................   703
(b)..........................................................   703
(c)..........................................................   703
(d)..........................................................   703
Section 314(a)(1)(2) and (3).................................   704
(a)(4).......................................................   102
..............................................................   1004
(b)..........................................................   Not Applicable
(c)(1).......................................................   102
(c)(2).......................................................   102
(c)(3).......................................................   Not Applicable
(d)..........................................................   Not Applicable
(e)..........................................................   102
(f)..........................................................   Not Applicable
Section 315(a)...............................................   601
(b)..........................................................   602
(c)..........................................................   601
(d)..........................................................   601
(e)..........................................................   514
Section 316(a)...............................................   101
(a)(1)(A)....................................................   502
..............................................................   512
(a)(1)(B)....................................................   513
(a)(2).......................................................   Not Applicable
(b)..........................................................   508
(c)..........................................................   104
Section 317(a)(1)............................................   503
(a)(2).......................................................   504
(b)..........................................................   1003
Section 318(a)...............................................   107
</TABLE>

--------
1        NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

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

         SECTION 101.    Definitions.................................................................   1

         SECTION 102.    Compliance Certificates and Opinions........................................   9

         SECTION 103.    Form of Documents Delivered to Trustee......................................  10

         SECTION 104.    Acts of Holders; Record Dates...............................................  10

         SECTION 105.    Notices, Etc., to Trustee, Company and Guarantor............................  12

         SECTION 106.    Notice to Holders; Waiver...................................................  13

         SECTION 107.    Conflict with Trust Indenture Act...........................................  13

         SECTION 108.    Effect of Headings and Table of Contents....................................  13

         SECTION 109.    Successors and Assigns......................................................  13

         SECTION 110.    Separability Clause.........................................................  14

         SECTION 111.    Benefits of Indenture.......................................................  14

         SECTION 112.    Governing Law...............................................................  14

         SECTION 113.    Legal Holidays..............................................................  14

ARTICLE Two        Security Forms....................................................................  14

         SECTION 201.    Forms Generally.............................................................  14

         SECTION 202.    Form of Face of Debt Security...............................................  15

         SECTION 203.    Form of Reverse of Debt Security............................................  17

         SECTION 204.    Form of Legend for Global Securities........................................  20

         SECTION 205.    Form of Legend for Restricted Securities....................................  21

         SECTION 206.    Form of Trustee's Certificate of Authentication.............................  21

ARTICLE Three      The Securities....................................................................  21

         SECTION 301.    Amount Unlimited; Issuable in Series........................................  21

         SECTION 302.    Denominations...............................................................  24

         SECTION 303.    Execution, Authentication, Delivery and Dating..............................  25

         SECTION 304.    Temporary Securities........................................................  26

         SECTION 305.    Registration, Registration of Transfer and Exchange.........................  27

         SECTION 306.    Additional Provisions Related to Transfer and Exchange of Restricted
                         Securities..................................................................  29

         SECTION 307.    Mutilated, Destroyed, Lost and Stolen Securities............................  30

         SECTION 308.    Payment of Interest; Interest Rights Preserved..............................  31

         SECTION 309.    Additional or Special Interest Under Registration Rights Agreements.........  32

         SECTION 310.    Persons Deemed Owners.......................................................  32
</TABLE>

                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         SECTION 311.    Cancellation................................................................  32

         SECTION 312.    Computation of Interest.....................................................  33

         SECTION 313.    Execution of Guarantee......................................................  33

         SECTION 314.    Assumption by Guarantor.....................................................  33

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

         SECTION 401.    Satisfaction and Discharge of Indenture.....................................  34

         SECTION 402.    Application of Trust Money..................................................  35

ARTICLE Five       Remedies..........................................................................  35

         SECTION 501.    Events of Default...........................................................  35

         SECTION 502.    Acceleration of Maturity; Rescission and Annulment..........................  37

         SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.............  38

         SECTION 504.    Trustee May File Proofs of Claim............................................  38

         SECTION 505.    Trustee May Enforce Claims Without Possession of Securities.................  39

         SECTION 506.    Application of Money Collected..............................................  39

         SECTION 507.    Limitation on Suits.........................................................  40

         SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest...  40

         SECTION 509.    Restoration of Rights and Remedies..........................................  40

         SECTION 510.    Rights and Remedies Cumulative..............................................  41

         SECTION 511.    Delay or Omission Not Waiver................................................  41

         SECTION 512.    Control by Holders..........................................................  41

         SECTION 513.    Waiver of Past Defaults.....................................................  41

         SECTION 514.    Undertaking for Costs.......................................................  42

         SECTION 515.    Waiver of Usury, Stay or Extension Laws.....................................  42

ARTICLE Six        The Trustee.......................................................................  42

         SECTION 601.    Certain Duties and Responsibilities.........................................  42

         SECTION 602.    Notice of Defaults..........................................................  42

         SECTION 603.    Certain Rights of Trustee...................................................  43

         SECTION 604.    Not Responsible for Recitals or Issuance of Securities......................  44

         SECTION 605.    May Hold Securities.........................................................  44

         SECTION 606.    Money Held in Trust.........................................................  44

         SECTION 607.    Compensation and Reimbursement..............................................  44

         SECTION 608.    Conflicting Interests.......................................................  45
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         SECTION 609.    Corporate Trustee Required; Eligibility.....................................  45

         SECTION 610.    Resignation and Removal; Appointment of Successor...........................  45

         SECTION 611.    Acceptance of Appointment by Successor......................................  47

         SECTION 612.    Merger, Conversion, Consolidation or Succession to Business.................  48

         SECTION 613.    Preferential Collection of Claims Against Company...........................  48

         SECTION 614.    Appointment of Authenticating Agent.........................................  48

ARTICLE Seven      Holders' Lists and Reports by Trustee and Company.................................  50

         SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders...................  50

         SECTION 702.    Preservation of Information; Communications to Holders......................  50

         SECTION 703.    Reports by Trustee..........................................................  50

         SECTION 704.    Reports by Company and Guarantor............................................  51

ARTICLE Eight      Consolidation, Merger, Conveyance, Transfer or Lease..............................  51

         SECTION 801.    Company and Guarantor May Consolidate, Etc., Only on Certain Terms..........  51

         SECTION 802.    Successor Substituted.......................................................  52

ARTICLE Nine       Supplemental Indentures...........................................................  52

         SECTION 901.    Supplemental Indentures Without Consent of Holders..........................  52

         SECTION 902.    Supplemental Indentures With Consent of Holders.............................  53

         SECTION 903.    Execution of Supplemental Indentures........................................  54

         SECTION 904.    Effect of Supplemental Indentures...........................................  54

         SECTION 905.    Conformity with Trust Indenture Act.........................................  54

         SECTION 906.    Reference in Securities to Supplemental Indentures..........................  55

ARTICLE Ten        Covenants.........................................................................  55

         SECTION 1001.   Payment of Principal, Premium and Interest..................................  55

         SECTION 1002.   Maintenance of Office or Agency.............................................  55

         SECTION 1003.   Money for Securities Payments to Be Held in Trust...........................  55

         SECTION 1004.   Statement by Officers as to Default.........................................  57

         SECTION 1005.   Waiver of Certain Covenants.................................................  57

ARTICLE Eleven     Redemption of Securities..........................................................  57

         SECTION 1101.   Applicability of Article....................................................  57
</TABLE>

                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         SECTION 1102.   Election to Redeem; Notice to Trustee......................................   57

         SECTION 1103.   Selection by Trustee of Securities to Be Redeemed..........................   58

         SECTION 1104.   Notice of Redemption.......................................................   58

         SECTION 1105.   Deposit of Redemption Price................................................   59

         SECTION 1106.   Securities Payable on Redemption Date......................................   59

         SECTION 1107.   Securities Redeemed in Part................................................   60

ARTICLE Twelve     Sinking Funds....................................................................   60

         SECTION 1201.   Applicability of Article...................................................   60

         SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities......................   60

         SECTION 1203.   Redemption of Securities for Sinking Fund..................................   60

ARTICLE Thirteen   Defeasance and Covenant Defeasance...............................................   61

         SECTION 1301.   Company's Option to Effect Defeasance or Covenant Defeasance...............   61

         SECTION 1302.   Defeasance and Discharge...................................................   61

         SECTION 1303.   Covenant Defeasance........................................................   62

         SECTION 1304.   Conditions to Defeasance or Covenant Defeasance............................   62

         SECTION 1305.   Deposited Money and U.S. Government Obligations to Be Held in Trust;
                         Miscellaneous Provisions...................................................   64

         SECTION 1306.   Reinstatement..............................................................   64

Annex A   FORM OF GUARANTEE BERKSHIRE HATHAWAY INC..................................................   66

Exhibit A   Form of Certificate For Transfer From
            Rule 144A Global Security to Regulation S Global Security...............................  A-1

Exhibit B   Form of Certificate For Transfer From
            Regulation S Global Security to Rule 144A Global Security...............................  B-1

Exhibit C   Form of Certificate for Transfers Pursuant To Rule 144..................................  C-1
</TABLE>

                                       iv
<PAGE>

                  INDENTURE, dated as of October 6, 2003, among BERKSHIRE
HATHAWAY FINANCE CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having its
principal office at 1440 Kiewit Plaza, Omaha, Nebraska 68131, BERKSHIRE HATHAWAY
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Guarantor"), having its principal office at 1440
Kiewit Plaza, Omaha, Nebraska 68131, and Bank One Trust Company, N.A., a
national banking association duly organized and existing under the laws of the
United States, as Trustee (herein called the "Trustee").

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the "Debt
Securities"), to be issued in one or more series as in this Indenture provided.

                  The Guarantor has duly authorized the execution and delivery
of this Indenture and deems it appropriate from time to time to issue its
guarantee of the Debt Securities on the terms herein provided (such guarantee
together with the Debt Securities, the "Securities").

                  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, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

                  SECTION  101. Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted and applied by the

                                        1

<PAGE>


         Company or the Guarantor, as the case may be, on a consistent basis at
         the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture;

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

                  (6) unless otherwise expressly provided, the word "including"
         does not limit the preceding words or terms.

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

                  "Add On Securities" has the meaning specified in Section 301.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

                  "Board of Directors" means either the board of directors of
the Company or the Guarantor, as the case may be, or any duly authorized
committee of such board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company or the Guarantor, as the
case may be, to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

                  "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

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

                  "Capitalized Lease Obligation" means an obligation under a
lease that is required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of

                                        2

<PAGE>

Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with such principles.

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

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Consolidated Subsidiary" means as at any date, or for any
period, any Subsidiary of the Guarantor the accounts of which are consolidated
in accordance with generally accepted accounting principals with those of the
Guarantor in its consolidated financial statements as of such date or for such
period.

                  "Corporate Trust Office" means the office of the Trustee
located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126.

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

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

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

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

                  "Defeasance" has the meaning specified in Section 1302.

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

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

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

                  "Exchange Securities" means Securities issued in a Registered
Exchange Offer in exchange for a like principal amount of Securities originally
issued as Restricted Securities and replacement Securities issued therefor in
accordance with this Indenture.

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

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

                                        3

<PAGE>

Securities) and is issued to the Depository for such series or its nominee and
registered in the name of such Depository or nominee.

                  "Guarantee" means an agreement of the Guarantor, in the form
set forth as Annex A hereto or in any other form specified in accordance with
Section 301 hereof, to be endorsed on the Debt Securities authenticated and
delivered under this Indenture.

                  "Guarantor" means the Person named as the "Guarantor" in the
first paragraph of this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Person.

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

                  "Indebtedness" means, with respect to any Person:

                  (1) the principal of and any premium and interest on, whether
         outstanding on the date hereof or hereafter created, incurred, or
         assumed, which is (a) indebtedness of such Person for money borrowed
         and (b) indebtedness evidenced by notes, debentures, bonds or other
         similar instruments for the payment of which such Person is responsible
         or liable;

                  (2) all Capitalized Lease Obligations of such Person;

                  (3) all obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all obligations under any title retention agreement (but excluding
         trade accounts payable arising in the ordinary course of business or
         which are payable in full within 90 days from the date such
         Indebtedness is incurred);

                  (4) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in (1)
         through (3) above) entered into in the ordinary course of business of
         such Person to the extent such letters of credit are not drawn upon or,
         if and to the extent drawn upon, such drawing is reimbursed no later
         than the third Business Day following receipt by such Person of a
         demand for reimbursement following payment on the letter of credit);

                  (5) all obligations of the type referred to in clauses (1)
         through (4) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable
         as obligor, guarantor or otherwise;

                  (6) all obligations of the type referred to in clauses (1)
         through (5) of other Persons secured by any lien or encumbrance on any
         property or asset of such Person (whether or not such obligation is
         assumed by such Person), the amount of such obligation being deemed to
         be the lesser of the value of such property or assets or the amount of
         the obligation so secured; and

                                        4

<PAGE>

                  (7) any amendments, modifications, refundings, renewals or
         extensions of any indebtedness or obligation described as Indebtedness
         in clauses (1) through (6) above.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

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

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

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

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

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

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

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company or the
Guarantor, as the case may be, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be in-house counsel for the Company or the Guarantor, and who shall be
acceptable to the Trustee.

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

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

                                        5

<PAGE>

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

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

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

                  (4) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company and the Guarantor;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company, the Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, the Guarantor or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company, the Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, the Guarantor or of such other obligor.

                                        6

<PAGE>

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

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

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

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

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

                  "Private Placement Legend" has the meaning specified in
Section 205.

                  "QIB" means any "qualified institutional buyer," as defined in
Rule 144A.

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

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

                  "Registered Exchange Offer" means an exchange offer by the
Company registered under the Securities Act pursuant to which Restricted
Securities are exchanged for Securities of like principal amount not bearing the
Private Placement Legend.

                  "Registration Rights Agreement" means any registration rights
agreement among the Company, the Guarantor and one or more initial purchasers in
connection with the issuance of Restricted Securities of any series under this
Indenture.

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

                                        7

<PAGE>

                  "Regulation S" means Regulation S under the Securities Act
(including any successor regulation thereto), as it may be amended from time to
time.

                  "Regulation S Global Security" has the meaning specified in
Section 201.

                  "Request" means a written request or order signed in the name
of the Company or the Guarantor, as the case may be, by its Chairman of the
Board, its Vice Chairman of the Board, its President or a Vice President, and by
its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

                  "Restricted Security" means any Security (or beneficial
interest therein) not originally issued and sold in a transaction registered
under the Securities Act, until such time as: (i) such Security (or beneficial
interest therein) has been transferred in a transaction registered under the
Securities Act; (ii) the Restriction Termination Date therefor has passed; or
(iii) the Private Placement Legend therefor has otherwise been removed pursuant
to Section 306(d) hereof or, in the case of a beneficial interest in a Global
Security, such beneficial interest has been exchanged for an interest in a
Global Security not bearing a Private Placement Legend.

                  "Restriction Termination Date" means, with respect to any
Restricted Security (or beneficial interest therein) resold in reliance on Rule
144A, two years (or such other period specified in Rule 144(k)) or, with respect
to any Restricted Security (or beneficial interest therein) resold in reliance
on Regulation S, the last day of the distribution compliance period specified in
Rule 903 of Regulation S (if applicable), in each case from the original issue
date of such Restricted Security or, if any additional Restricted Securities
within the same series have been issued and sold prior to the Restriction
Termination Date for such Restricted Security, from the latest original issue
date of such additional Securities.

                  "Rule 144" means Rule 144 under the Securities Act (including
any successor regulation thereto), as it may be amended from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act
(including any successor regulation thereto), as it may be amended from time to
time.

                  "Rule 144A Global Security" has the meaning specified in
Section 201.

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

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

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

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

                                        8

<PAGE>

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

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

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

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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

                  "Vice President", when used with respect to the Company, the
Guarantor or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president".

                  SECTION 102. Compliance Certificates and Opinions.

                  Upon any application or request by the Company or the
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company or the Guarantor, as the case may be, shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company or the
Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

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

                                        9

<PAGE>

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

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

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

                  SECTION 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

                  SECTION 104. Acts of Holders; Record Dates.

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

                                       10

<PAGE>

Indenture and (subject to Section 601) conclusive in favor of the Trustee, the
Company and the Guarantor, if made in the manner provided in this Section. The
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including owners of beneficial interests in such Global Security, to
take any action that a Holder is entitled to take under this Indenture.

                  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

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

                  The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to

                                       11

<PAGE>

the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

                  With respect to any record date set pursuant to this Section,
the party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

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

                  SECTION 105. Notices, Etc., to Trustee, Company and Guarantor.

                  Any request, demand, authorization, direction, notice,
consent,** waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, (1) the
Trustee by any Holder or by the Company or the Guarantor shall be sufficient

                                       12

<PAGE>

for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or (2) the Company or the Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Company or the Guarantor, as the case may be, addressed to it at the address
of its principal office specified in the first paragraph of this instrument or
at any other address previously furnished in writing to the Trustee by the
Company or the Guarantor, Attention: Chief Financial Officer.

                  SECTION 106. Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                  SECTION 107. Conflict with Trust Indenture Act.

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

                  SECTION 108. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 109. Successors and Assigns.

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

                                       13

<PAGE>

                  SECTION 110. Separability Clause.

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

                  SECTION 111. Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

                  SECTION 112. Governing Law.

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

                  SECTION 113. Legal Holidays.

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

                                  ARTICLE TWO

                                 Security Forms

                  SECTION 201. Forms Generally.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Debt Securities of any series or the form of
Guarantee is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee at or prior to the delivery of the Request contemplated
by Section 303 for the authentication and delivery of such Debt Securities and
Guarantee.

                                       14

<PAGE>

                  Any Securities originally offered and sold to QIBs in reliance
on Rule 144A will be issued in the form of one or more permanent Global
Securities (each, a "Rule 144A Global Security"). Any Securities originally
offered and sold outside the United States in reliance on Regulation S will be
issued in the form of one or more permanent Global Securities (each, a
"Regulation S Global Security").

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

                  SECTION 202. Form of Face of Debt Security.

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

                     BERKSHIRE HATHAWAY FINANCE CORPORATION

No...........                                                        $ ........

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

                                       15

<PAGE>

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

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

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

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

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:                                   BERKSHIRE HATHAWAY FINANCE CORPORATION

                                         By:__________________________________

                                       16

<PAGE>

                  SECTION 203.  Form of Reverse of Debt Security.

                  This Debt Security is one of a duly authorized issue of
securities of the Company (herein called the "Debt Securities"), issued and to
be issued in one or more series under an Indenture, dated as of October 6, 2003
(herein called the "Indenture", which term shall have the meaning assigned to it
in such instrument), among the Company, as issuer, Berkshire Hathaway Inc., as
guarantor (herein called the "Guarantor", which term includes any successor
Guarantor under the Indenture) and [        ], as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantor, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Debt Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $[       ].

                  [If applicable, insert-- The Debt Securities of this series
are subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert-- (1) on [     ] in any year commencing with the year [     ]
and ending with the year [        ] through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert-- on or after [      ], 20[       ], as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [if
applicable, insert-- on or before [       ], [   ]%, and if redeemed] during the
12-month period beginning [         ] of the years indicated,

<TABLE>
<CAPTION>
                    Redemption                                 Redemption
Year                   Price           Year                       Price
----                ----------         ----                    ----------
<S>                 <C>                <C>                     <C>
</TABLE>

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

                  [If applicable, insert-- The Debt Securities of this series
are subject to redemption upon not less than 30 days' notice by mail, (1) on
[     ] in any year commencing with the year [     ] and ending with the year
[     ] through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert-- on or after [     ], as a

                                       17

<PAGE>

whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning [      ] of the years indicated,

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

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

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

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

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

                  [If the Debt Security is not subject to redemption, insert --
This Debt Security is not redeemable prior to Stated Maturity.]

                  [If applicable, insert -- The Indenture contains provisions
for defeasance at any time of [the entire Indebtedness of this Debt Security]

                                       18

<PAGE>

[or] [certain restrictive covenants and Events of Default with respect to this
Debt Security] [, in each case] upon compliance with certain conditions set
forth in the Indenture.]

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

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

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantor and the rights of the Holders of
the Debt Securities of each series and of Guarantees to be affected under the
Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of 51% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
and/or the Guarantor with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Debt Security and of any Debt
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Debt Security.

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

                                       19

<PAGE>

enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Debt Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Debt Security at the times, place and rate, and in
the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debt Security is registrable
in the Security Register, upon surrender of this Debt Security for registration
of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Debt Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debt Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                  The Debt Securities of this series are issuable in
[registered/global] form without coupons in denominations of $[     ] and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debt Securities of this series are exchangeable
for a like aggregate principal amount of Debt Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

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

                  Prior to due presentment of this Debt Security for
registration of transfer, the Company, the Guarantor, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Debt
Security is registered as the owner hereof for all purposes, whether or not this
Debt Security be overdue, and none of the Company, the Guarantor, the Trustee or
any such agent shall be affected by notice to the contrary.

                  [If applicable, insert -- Except in the limited circumstances
described in Section 305 of the Indenture, the Debt Securities of this series
shall be issued in the form of one or more Global Securities and [_____] shall
be the Depositary for such Global Security or Securities.]

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

                  SECTION 204. Form of Legend for Global Securities.

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

                                       20

<PAGE>

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

                  SECTION 205. Form of Legend for Restricted Securities.

                  Each Restricted Security shall bear the following legend (the
"Private Placement Legend") on the face thereof; provided, however, that the
Private Placement Legend on any Security shall be removed at the request of the
Holder on or after the date when such Security ceases to be a Restricted
Security:

THIS DEBT SECURITY AND ANY RELATED GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, THE SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND
IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER
WHICH THIS NOTE AND THE RELATED GUARANTEE WERE ISSUED.

                  SECTION 206. Form of Trustee's Certificate of Authentication.

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

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

                                      Bank One Trust Company, N.A.
                                                       As Trustee,

                                      By __________________________________
                                             Authorized Officer

                                 ARTICLE THREE

                                 The Securities

                  SECTION 301. Amount Unlimited; Issuable in Series.

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

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

                                       21

<PAGE>

prior to the issuance of Securities of any series, the following terms of
securities of such series,

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

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

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

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

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

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

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

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

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

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

                                       22

<PAGE>

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

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

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

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

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

                  (16) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any circumstances in addition to or in lieu of
         those set forth in Clause (2) of the last paragraph of Section 305 in
         which any such Global Security may be exchanged in whole or in part for
         Securities registered, and any transfer of such Global Security in
         whole or in part may be registered, in the name or names of Persons
         other than the Depositary for such Global Security or a nominee
         thereof;

                  (17) any addition to or change in the Events of Default which
         applies to any Securities of the series and any change in the right of

                                       23

<PAGE>

         the Trustee or the requisite Holders of such Securities to declare the
         principal amount thereof due and payable pursuant to Section 502;

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

                  (19) the terms and conditions of any Guarantee to be endorsed
         upon the Securities in addition to or in lieu of the form of Guarantee
         attached hereto as Annex A; and

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

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
303) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.

                  With respect to any particular series of Securities issued and
outstanding hereunder, the Company may, from time to time, subject to compliance
with any other applicable provisions of this Indenture, without the consent of
the Holders, create and issue additional Securities within such series ("Add On
Securities") having terms and conditions identical to those of the other
outstanding Securities in such series, except that Add On Securities (i) may
have a different issue date from other outstanding Securities; (ii) may have a
different principal amount than that of other outstanding Securities; (iii) may
have terms specified in the relevant Board Resolution or supplemental indenture
making appropriate adjustment to Articles Two and Three of this Indenture (and
related definitions) applicable to such Add On Securities in order to conform to
and ensure compliance with the Securities Act (or other applicable securities
laws) and any registration rights or similar agreement applicable to such Add On
Securities, which are not adverse in any material respect to the Holders of any
other outstanding Securities; and (iv) may be entitled to additional or special
interest as provided in Section 309 not applicable to other outstanding
Securities and may not be entitled to such additional or special interest
applicable to other outstanding Securities.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

                  SECTION 302. Denominations.

                  Unless otherwise specified pursuant to Section 301(16), the
Securities of each series shall be issuable in registered form without coupons
and only in such denominations as shall be specified as contemplated by Section
301. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

                                       24

<PAGE>

                  SECTION 303. Execution, Authentication, Delivery and Dating.

                  The Debt Securities shall be executed on behalf of the
Company, and the Guarantees endorsed thereon shall be executed on behalf of the
Guarantor, by their respective Chairman of the Board, Vice Chairman of the
Board, President or one of their Vice Presidents. The signature of any of these
officers on the Debt Securities and/or the Guarantees may be manual or
facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series executed by the Company, together with the Guarantees endorsed thereon
executed by the Guarantor, to the Trustee for authentication, together with a
Request for the authentication and delivery of such Securities, and the Trustee
in accordance with the Request shall authenticate and deliver such Securities.
If the form or terms of the Securities of the series and Guarantees have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company (with respect to the Debt
         Securities) and by the Guarantor (with respect to the Guarantee) in the
         manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and legally binding obligations of the
         Company and the Guarantor, respectively, enforceable in accordance with
         their terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

                                       25

<PAGE>

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

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture or any related Guarantee.

                  SECTION 304. Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company and the Guarantor may execute, and upon Request the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

                  If temporary Securities of any series are issued, the Company
and the Guarantor will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company and the
Guarantor shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount. Until
so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

                                       26

<PAGE>

                  SECTION 305. Registration, Registration of Transfer and
Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

                  Upon surrender for registration of transfer of any Security of
a series at the office or agency of the Company in a Place of Payment for that
series, the Company and the Guarantor, as applicable, shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company and the Guarantor, as
applicable, shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

                  If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, neither the Company nor the
Guarantor shall be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the
case may be) during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 1103 and ending at the close of business on the day
of such mailing, or (B) to register the transfer of or

                                       27

<PAGE>

exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

                  The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

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

                  (2) Notwithstanding any other provision in this Indenture, no
         Global Security may be exchanged in whole or in part for Securities
         registered, and no transfer of a Global Security in whole or in part
         may be registered, in the name of any Person other than the Depositary
         for such Global Security or a nominee thereof unless (A) such
         Depositary (i) has notified the Company and the Guarantor that it is
         unwilling or unable to continue as Depositary for such Global Security
         or (ii) has ceased to be a clearing agency registered under the
         Exchange Act, (B) there shall have occurred and be continuing an Event
         of Default with respect to such Global Security or (C) there shall
         exist such circumstances, if any, in addition to or in lieu of the
         foregoing as have been specified for this purpose as contemplated by
         Section 301.

                  (3) Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct. In connection with the exchange of an
         entire Global Security for definitive Securities pursuant to Clause
         (2), such Global Security shall be deemed to be surrendered to the
         Trustee for cancellation, and the Company and the Guarantor shall
         execute, and the Trustee shall authenticate and deliver to each
         beneficial owner identified by the Depositary in exchange for its
         beneficial interest in such Global Security, an equal aggregate
         principal amount of definitive Securities of authorized denominations.
         In addition, if any event specified in Clause (2)(B) shall have
         occurred and be continuing with respect to any Global Security, an
         owner of a beneficial interest in such Global Security shall have the
         right to, through the registered Holder of such Global Security,
         instruct the Trustee to issue one or more definitive Securities in the
         amount specified by such owner (which amount shall not exceed the
         amount of beneficial interest held by such owner) and to debit an
         equivalent amount of beneficial interest in such Global Security. Upon
         receipt of any such instruction, the Trustee shall (i) direct the
         Company and the Guarantor to execute such definitive Securities, (ii)
         authenticate and deliver such definitive Securities to such owner, and
         (iii) debit an equivalent amount of beneficial interest in such Global
         Security (subject to the rules and procedures of the Depositary);
         provided, however, that if the definitive Securities are not issued to
         any such beneficial owner promptly after the Trustee has received the
         foregoing instructions, the Company and the Guarantor expressly
         acknowledge, with respect to the right of any Holder to pursue a remedy

                                       28

<PAGE>

         pursuant to Section 507 or 508 hereof, the right of any beneficial
         owner to pursue such remedy with respect to the portion of the Global
         Security that represents such owner's beneficial interest as if such
         definitive Securities had been issued.

                  (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

                  SECTION 306. Additional Provisions Related to Transfer and
Exchange of Restricted Securities.

                  (1) If the owner of a beneficial interest in a Rule 144A
         Global Security that is a Restricted Security wishes to transfer such
         interest (or a portion thereof) to a Non-U.S. Person pursuant to
         Regulations S, then upon receipt by the Trustee of (i) instructions
         from the Holder of the Rule 144A Global Security directing the Trustee
         to credit or cause to be credited a beneficial interest in the
         Regulation S Global Security equal to the principal amount of the
         beneficial interest in the Rule 144A Global Security to be transferred
         and (ii) a certificate from the transferor in the form of Exhibit A,
         the Trustee shall, subject to the rules and procedures of the
         Depositary, instruct the Depositary to increase the Regulation S Global
         Security and decrease the Rule 144A Global Security by the amount so
         transferred.

                  (2) If the owner of a beneficial interest in a Regulation S
         Global Security that is a Restricted Security wishes to transfer such
         interest (or a portion thereof) to a QIB pursuant to Rule 144A, then
         upon receipt by the Trustee of (i) instructions from the Holder of the
         Regulation S Global Security directing the Trustee to credit or cause
         to be credited a beneficial interest in the Rule 144A Global Security
         equal to the principal amount of the beneficial interest in the Regular
         S Global Note to be transferred and (ii) a certificate from the
         transferor in the form of Exhibit B, the Trustee shall, subject to the
         rules and procedures of the Depositary, instruct the Depositary to
         increase the Rule 144A Global Security and decrease the Regulation S
         Global Security by the amount so transferred.

                  (3) Any transfer of Restricted Securities not described above
         (other than transfers of beneficial interests within the same Global
         Security, which must be effected in accordance with applicable law and
         the rules and procedures of the Depositary) shall be made only upon
         receipt by the Trustee of such opinions of counsel, certificates and/or
         other information reasonably required by and satisfactory to it in
         order to ensure compliance with the Securities Act or in accordance
         with subsection (d) below.

                  (4) Upon the transfer, exchange or replacement of any Security
         (or a beneficial interest in a Global Security) bearing a Private
         Placement Legend, the Trustee shall deliver only a Security (or a
         beneficial interest in a Global Security) that bears a Private
         Placement Legend unless:

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<PAGE>

                           (i) such Security (or beneficial interest) is
                  exchanged in a Registered Exchange Offer;

                           (ii) such Security (or beneficial interest) is
                  transferred pursuant to an effective registration statement;

                           (iii) such Security (or beneficial interest) is
                  transferred pursuant to Rule 144 upon delivery to the Trustee
                  of a certificate from the transferor in the form of Exhibit C
                  and an opinion of counsel reasonably satisfactory to the
                  Trustee;

                           (iv) such Security (or beneficial interest) is
                  transferred, replaced or exchanged after the Restriction
                  Termination Date therefor; or

                           (v) in connection with such transfer, exchange or
                  replacement, the Trustee shall have received an opinion of
                  counsel and other evidence reasonably satisfactory to it to
                  the effect that neither such Private Placement Legend nor the
                  related restrictions on transfer are required in order to
                  maintain compliance with the Securities Act.

                  SECTION 307. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company and the Guarantor, as applicable, shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company and the Guarantor, as applicable, shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company and the Guarantor, as
applicable, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits

                                       30

<PAGE>

of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.

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

                  SECTION 308. Payment of Interest; Interest Rights Preserved.

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

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, which shall not be earlier than 20 days
         after the Trustee receives such notice, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this Clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be given to each Holder of
         Securities of such series in the manner set forth in Section 106, not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been so mailed, such Defaulted Interest shall be paid
         to the Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following Clause (2).

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<PAGE>

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

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

                  SECTION 309. Additional or Special Interest Under Registration
Rights Agreements.

                  Under certain circumstances, the Company may be obligated to
pay additional or special interest as liquidated damages to Holders of
Outstanding Securities of any series, all as and to the extent set forth in the
Registration Rights Agreement (if any) applicable to such series. In any such
event, such additional or special interest the Company may be obligated to pay
as liquidated damages will be deemed to be interest for purposes of this
Indenture.

                  The Trustee shall have no duty or responsibility for
determining if any additional or special interest or liquidated damages are
payable with respect to Securities of any series or, if any such additional or
special interest or liquidated damages are payable thereon, when such additional
or special interest or liquidated damages are payable and the amount thereof.
The Company shall notify the Trustee and Paying Agent in writing at least five
days prior to each Interest Payment Date with respect to Securities of such
series whether additional or special interest or liquidated damages are payable
and, to the extent such additional or special interest or liquidated damages are
payable, shall certify in such notice the date such additional or special
interest or liquidated damages commenced to accrue, the applicable per annum
interest rate or rates applicable thereto and the periods such additional or
special interest or liquidated damages accrued at each such rate and the
aggregate amount of such additional or special interest or liquidated damages
payable on such Interest Payment Date.

                  SECTION 310. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent thereof may
treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Guarantor, the Trustee or any agent thereof shall be affected by
notice to the contrary.

                  SECTION 311. Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall,

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<PAGE>

if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company and/or the Guarantor may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which either of them may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder that have not been issued or sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Request.

                  SECTION 312. Computation of Interest.

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

                  SECTION 313. Execution of Guarantee.

                  To evidence the Guarantee to the Holders specified in this
Indenture, the Guarantor hereby agrees to execute the Guarantees, in
substantially the form attached hereto as Annex A or in any other form specified
in accordance with Section 301 hereof, to be endorsed on each Security
authenticated and delivered by the Trustee (or any Authenticating Agent). Each
such Guarantee shall be signed on behalf of the Guarantor as set forth in
Section 303 to the authentication of the Security on which it is endorsed and
the delivery of such Security by the Trustee (or any Authenticating Agent),
after the authentication thereof hereunder, shall constitute due delivery of
such Guarantee on behalf of the Guarantor.

                  SECTION 314. Assumption by Guarantor.

                  The Guarantor may, without the consent of the Trustee or the
Holders, assume all of the rights and obligations of the Company hereunder with
respect to a series of Securities and under the Securities of such series if,
after giving effect to such assumption, no Default or Event of Default shall
have occurred and be continuing. Upon such an assumption, the Guarantor shall
execute a supplemental indenture evidencing its assumption of all such rights
and obligations of the Company and the Company shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series.

                  The Guarantor shall assume all of the rights and obligations
of the Company hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Company in the due and
punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under the Guarantee
with respect to such series of Securities. Such assumption shall result in the
Securities of such series becoming the direct obligations of the Guarantor and
shall be effected without the consent of the holders of the Securities of any
series or the Trustee. Upon such an assumption, the Guarantor shall execute a
supplemental indenture evidencing its assumption of all such rights and
obligations of the Company, and the Company shall be

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<PAGE>

released from its liabilities hereunder and under such Securities as obligor on
the Securities of such series.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

                  SECTION 401. Satisfaction and Discharge of Indenture.

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

                  (1) either

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

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

                                    (i) have become due and payable, or

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

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

and the Company and/or the Guarantor, as the case may be, in the case of (i),
(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose money in an amount sufficient to pay and
discharge the entire Indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;

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

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

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<PAGE>

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company and the Guarantor to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

                  SECTION 402. Application of Trust Money.

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

                                  ARTICLE FIVE

                                    Remedies

                  SECTION 501. Events of Default.

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

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

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

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series, and continuance
         of such default for a period of 30 days; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company or the Guarantor in this Indenture or, with
         respect to the Guarantor, in the Guarantee (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company or the Guarantor, as the
         case may be, by the Trustee or to the Company or the Guarantor, as the
         case may be, and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be

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<PAGE>

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

                  (5) a default under any bond, debenture, note or other
         evidence of Indebtedness for money borrowed by the Company, the
         Guarantor or any Consolidated Subsidiary (including a default with
         respect to Securities of any series other than that series) having an
         aggregate principal amount outstanding of at least $50,000,000, or
         under any mortgage, indenture or instrument (including this Indenture
         or any Guarantee) under which there may be issued or by which there may
         be secured or evidenced any Indebtedness for money borrowed by the
         Company, the Guarantor or any Consolidated Subsidiary having an
         aggregate principal amount outstanding of at least $50,000,000, whether
         such Indebtedness now exists or shall hereafter be created, which
         default (A) shall constitute a failure to pay any portion of the
         principal of such Indebtedness when due and payable after the
         expiration of any applicable grace period with respect thereto or (B)
         shall have resulted in such Indebtedness becoming or being declared due
         and payable prior to the date on which it would otherwise have become
         due and payable, without, in the case of Clause (A), such Indebtedness
         having been discharged or without, in the case of Clause (B), such
         Indebtedness having been discharged or such acceleration having been
         rescinded or annulled, in each such case within a period of 15 days
         after there shall have been given, by registered or certified mail, to
         the Company and the Guarantor by the Trustee or to the Company, the
         Guarantor and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default and requiring the Company or the Guarantor, as
         the case may be, to cause such Indebtedness to be discharged or cause
         such acceleration to be rescinded or annulled, as the case may be, and
         stating that such notice is a "Notice of Default" hereunder; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Company or the
         Guarantor a bankrupt or insolvent, 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
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of the
         Company or the Guarantor or of any substantial part of their respective
         property, or ordering the winding up or liquidation of their respective
         affairs, and the continuance of any such decree or order for relief or
         any such other decree or order undismissed or unstayed and in effect
         for a period of 60 consecutive days; or

                  (7) the commencement by the Company or the Guarantor of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by either of them to the entry of a decree or order for
         relief in respect of the Company or the Guarantor in an involuntary
         case or proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against either of

                                       36

<PAGE>

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

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

                  SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(6) or 501(7)) with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount), together with all accrued and unpaid interest,
shall become immediately due and payable. If an Event of Default specified in
Section 501(6) or 501(7) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof), together with all accrued and unpaid interest, shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

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

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

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

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

                                       37

<PAGE>

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

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

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

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

                  SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company and the Guarantor, jointly and severally, covenant
that if

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

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

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

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

                  SECTION 504. Trustee May File Proofs of Claim.

                  In case of any judicial proceeding relative to the Company or
the Guarantor (or any other obligor upon the Securities), their respective
property or creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the

                                       38

<PAGE>

Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

                  SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  SECTION 506. Application of Money Collected.

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

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

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium and interest on the Securities in respect
         of which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Securities for principal and any
         premium and interest, respectively.

                                       39

<PAGE>

                  SECTION 507. Limitation on Suits.

                  No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

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

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

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

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

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

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

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.

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

                  SECTION 509. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Guarantor, the Trustee and

                                       40

<PAGE>

the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                  SECTION 510. Rights and Remedies Cumulative.

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

                  SECTION 511. Delay or Omission Not Waiver.

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

                  SECTION 512. Control by Holders.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that

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

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

                  SECTION 513. Waiver of Past Defaults.

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

                  (1) in the payment of the principal of or any premium or
         interest on any Security of such series, or

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

                                       41

<PAGE>

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

                  SECTION 514. Undertaking for Costs.

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

                  SECTION 515. Waiver of Usury, Stay or Extension Laws.

                  The Company and the Guarantor covenant (to the extent that
each of them may lawfully do so) that they will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and the Company and the Guarantor (to the extent that each of them may lawfully
do so) hereby expressly waive all benefit or advantage of any such law and
covenants that they will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

                  SECTION 601. Certain Duties and Responsibilities.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

                  SECTION 602. Notice of Defaults.

                  If a default occurs hereunder with respect to Securities of
any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no

                                       42

<PAGE>

such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

                  SECTION 603. Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

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

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

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

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

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

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of Indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney, so long as such Trustee, agent or attorney agrees to
         reasonable confidentiality provisions not inconsistent with the
         Trustee's duties hereunder; and

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible

                                       43

<PAGE>

         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

                  SECTION 604. Not Responsible for Recitals or Issuance of
Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company and the Guarantor, as the case may be, and neither the Trustee
nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company or the Guarantor
of Securities or the proceeds thereof.

                  SECTION 605. May Hold Securities.

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

                  SECTION 606. Money Held in Trust.

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

                  SECTION 607. Compensation and Reimbursement.

                  The Company, and if the Company fails to do so, the Guarantor,
agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence, bad faith or willful
         misconduct; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence,
         bad faith or willful misconduct on its part, arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder, including the costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance

                                       44
<PAGE>

         of any of its powers or duties hereunder. The above indemnity shall
         survive the resignation or removal of the Trustee or the termination of
         this Indenture.

                  SECTION 608. Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

                  SECTION 609. Corporate Trustee Required; Eligibility.

                  There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $100,000,000 and has an office in
New York, New York. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 610. Resignation and Removal; Appointment of
Successor.

                  No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

                  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and the Guarantor. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

                  If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company, the Guarantor or by any Holder

                                       45
<PAGE>

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

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company,
         the Guarantor or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company or the Guarantor, as the case may be, by
a Board Resolution may remove the Trustee with respect to all Securities, or (B)
subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

                  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company or the Guarantor,
as the case may be, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company, the Guarantor and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company or the Guarantor. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company, the Guarantor or the Holders and accepted appointment
in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                  The Company and the Guarantor shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series to all Holders of Securities of such series in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

                                       46
<PAGE>

                  SECTION 611. Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Guarantor and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the Guarantor, the retiring Trustee and each successor Trustee with respect to
the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company, the Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

                  Upon request of any such successor Trustee, the Company 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 first or second preceding paragraph, as the case may
be.

                                       47
<PAGE>

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

                  SECTION 612. Merger, Conversion, Consolidation or Succession
to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 613. Preferential Collection of Claims Against
Company.

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

                  SECTION 614. Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and the Guarantor and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $100,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such

                                       48
<PAGE>

Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

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

                  The Company and the Guarantor, jointly and severally, but
without duplication, agree to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

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

                                             Bank One Trust Company, N.A.,
                                             As Trustee

                                             By ___________________________
                                                   As Authenticating Agent

                                             By ___________________________
                                                   As Authenticating Agent

                                       49
<PAGE>

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

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

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

                  (1) semi-annually, not later than June 1 and December 1 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of Securities of each series
         as of the preceding Interest Payment Date for such series, and

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

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

                  SECTION 702. Preservation of Information; Communications to
Holders.

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

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

                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that none of the Company,
the Guarantor or the Trustee or any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

                  SECTION 703. Reports by Trustee.

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

                  Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted no later than July 15 in each
calendar year, commencing in 2004.

                  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange

                                       50
<PAGE>

upon which any Securities are listed, with the Commission, the Company and the
Guarantor. The Company will notify the Trustee when any Securities are listed on
any stock exchange.

                  SECTION 704. Reports by Company and Guarantor.

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

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

                  SECTION 801. Company and Guarantor May Consolidate, Etc., Only
on Certain Terms.

                  Neither the Company nor the Guarantor shall consolidate with
or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, nor shall the Company or the
Guarantor permit any Person to consolidate with or merge into either of them or
convey, transfer or lease its properties and assets substantially as an entirety
to either of them, unless:

                  (1) in case the Company or the Guarantor shall consolidate
         with or merge into another Person or convey, transfer or lease their
         respective properties and assets substantially as an entirety to any
         Person, the Person formed by such consolidation or into which the
         Company or the Guarantor, as the case may be, is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company or the Guarantor, as the case may
         be, substantially as an entirety shall be a corporation, partnership,
         limited liability company, trust or similar entity organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia, and shall expressly assume, by an
         indenture supplemental hereto, executed and delivered to the Trustee,
         in form satisfactory to the Trustee, in the case of the Company, the
         due and punctual payment of the principal of and any premium and
         interest on all the Securities and the performance and observance of
         every covenant and obligation of the Company under this Indenture, and,
         in the case of the Guarantor, the due and punctual performance of the
         Guarantees and the performance and observance of every covenant and
         obligation of the Guarantor under this Indenture and the Guarantees;
         and

                  (2) in case the Company or the Guarantor shall permit any
         Person to consolidate with or merge into either of them or convey,
         transfer or lease its properties and assets substantially as an
         entirety to either of them, immediately after giving effect to such
         transaction and treating any Indebtedness which becomes an obligation
         of the Company, the Guarantor or any Consolidated Subsidiary as a
         result of such

                                       51
<PAGE>

         transaction as having been incurred by the Company, the Guarantor or
         such Consolidated Subsidiary at the time of such transaction, no Event
         of Default, and no event which, after notice or lapse of time or both,
         would become an Event of Default, shall have happened and be
         continuing.

                  SECTION 802. Successor Substituted.

                  Upon any consolidation of the Company or the Guarantor with,
or merger of the Company or the Guarantor into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Company or the
Guarantor substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company or the
Guarantor is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor Person had been named as the Company or the
Guarantor herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture
and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

                  SECTION 901. Supplemental Indentures Without Consent of
Holders.

                  Without the consent of any Holders, the Company or the
Guarantor, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company and/or the Guarantor and the assumption by any such successor
         of the covenants of the Company and/or the Guarantor herein and in the
         Securities in accordance with the provisions of Section 801; or

                  (2) to add to the covenants of the Company and/or the
         Guarantor for the benefit of the Holders of all or any series of
         Securities (and if such covenants are to be for the benefit of less
         than all series of Securities, stating that such covenants are
         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Company and/or
         the Guarantor; or

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

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                                       52
<PAGE>

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

                  (6) [intentionally omitted]; or

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

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this Clause (9) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect.

                  SECTION 902. Supplemental Indentures With Consent of Holders.

                  With the consent of the Holders of not less than 51% in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company, the Guarantor, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

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

                                       53
<PAGE>

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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1005, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1005, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8).

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

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  SECTION 903. Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel each stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  SECTION 904. Effect of Supplemental Indentures.

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

                  SECTION 905. Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

                                       54
<PAGE>

                  SECTION 906. Reference in Securities to Supplemental
Indentures.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company and
the Guarantor shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Company and the Guarantor, to any
such supplemental indenture may be prepared and executed by the Company and the
Guarantor and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                   ARTICLE TEN

                                    Covenants

                  SECTION 1001. Payment of Principal, Premium and Interest.

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

                  SECTION 1002. Maintenance of Office or Agency.

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

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

                  SECTION 1003. Money for Securities Payments to Be Held in
Trust.

                  If the Company or the Guarantor shall at any time act as
Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and any

                                       55
<PAGE>

premium and interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company or the Guarantor (or any
other obligor upon the Securities of that series) in the making of any payment
in respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

                  The Company or the Guarantor may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Request direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company, the Guarantor or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company, the Guarantor or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

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

                                       56
<PAGE>

                  SECTION 1004. Statement by Officers as to Default.

                  The Company and the Guarantor will each deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company or the
Guarantor (as the case may be) ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company or the Guarantor (as the case may be) is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture or the Guarantees (with respect to the Guarantees) (without
regard to any period of grace or requirement of notice provided hereunder) and,
if the Company or the Guarantor (as the case may be) shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

                  SECTION 1005. Waiver of Certain Covenants.

                  Except as otherwise specified as contemplated by Section 301
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
301(18), 901(2) or 901(7) for the benefit of the Holders of such series, if
before the time for such compliance the Holders of at least 51% in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

                  SECTION 1101. Applicability of Article.

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

                  SECTION 1102. Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the

                                       57
<PAGE>

Trustee with an Officers' Certificate evidencing compliance with such
restriction.

                  SECTION 1103. Selection by Trustee of Securities to Be
Redeemed.

                  If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

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

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

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

                  SECTION 1104. Notice of Redemption.

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

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                                       58
<PAGE>

         Securities, the principal amounts) of the particular Securities to be
         redeemed and, if less than all the Outstanding Securities of any series
         consisting of a single Security are to be redeemed, the principal
         amount of the particular Security to be redeemed,

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

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

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

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

                  SECTION 1105. Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company or the Guarantor
shall deposit with the Trustee or with a Paying Agent (or, if the Company or the
Guarantor is acting as Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

                  SECTION 1106. Securities Payable on Redemption Date.

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

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

                                       59
<PAGE>

                  SECTION 1107. Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the Guarantor
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Guarantor and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company and the Guarantor shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  Sinking Funds

                  SECTION 1201. Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series for which a sinking
fund is provided except as otherwise specified as contemplated by Section 301
for such Securities.

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

                  SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities.

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

                  SECTION 1203. Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
as specified in the terms of a series of Securities, the Company will deliver to

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<PAGE>

the Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Prior to each such sinking fund
payment date as specified in the terms of a series of Securities, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

                  SECTION 1301. Company's Option to Effect Defeasance or
Covenant Defeasance.

                  The Company may elect, at its option at any time, to have
Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, not designated pursuant to Section 301 as being
indefeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.

                  SECTION 1302. Defeasance and Discharge.

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

                                       61
<PAGE>

exercise of its option (if any) to have Section 1303 applied to such Securities.

                  SECTION 1303. Covenant Defeasance.

                  Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case
may be, (1) the Company and the Guarantor shall be released from their
respective obligations under Section 801(3) and any covenants provided pursuant
to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4)
(with respect to any of Section 801(3) and any such covenants provided pursuant
to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company and the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

                  SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

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

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

                                       62
<PAGE>

         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

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

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

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

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

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust

                                       63
<PAGE>

         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

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

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

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

                  SECTION 1305. Deposited Money and U.S. Government Obligations
to Be Held in Trust; Miscellaneous Provisions.

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

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

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

                  SECTION 1306. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of

                                       64
<PAGE>

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

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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

                                        BERKSHIRE HATHAWAY FINANCE CORPORATION

                                        By:___________________________________

                                        BERKSHIRE HATHAWAY FINANCE CORPORATION

                                        By:___________________________________

                                        BANK ONE TRUST COMPANY, N.A.

                                        By:___________________________________

                                       65
<PAGE>

                                     ANNEX A

                                FORM OF GUARANTEE
                             BERKSHIRE HATHAWAY INC.

                  FOR VALUE RECEIVED, Berkshire Hathaway Inc., a Delaware
corporation (the "Guarantor"), hereby absolutely, unconditionally and
irrevocably guarantees to the holders (the "Holders") of any security
authenticated and delivered (each a "Security") by Bank One Trust Company, N.A.,
as trustee (the "Trustee") under that certain Indenture, dated as of October 6,
2003 (the "Indenture"), among the Trustee, the Guarantor and Berkshire Hathaway
Finance Corporation, a Delaware corporation ("Issuer"), the full and prompt
payment when due (whether at stated maturity, by acceleration or otherwise) of
all present and future payment obligations of the Issuer pursuant to the terms
of such Security and/or the Indenture, whether direct or indirect, absolute or
contingent, and whether for principal, interest, fees, expenses, indemnification
or otherwise (collectively, the "Obligations"). Nothing herein shall be deemed
to guarantee any obligation of the Issuer other than the Obligations. Nothing
herein shall be deemed to guarantee any obligation of any person or entity other
than the Issuer.

                  The Guarantor's obligations hereunder shall be unconditional
and absolute, and shall not be released, discharged or otherwise affected by (i)
the existence, validity, enforceability, perfection or extent of any collateral
therefor, (ii) any lack of validity or enforceability of any provision of the
Security or the Indenture, (iii) any liquidation, bankruptcy, insolvency,
reorganization or other similar proceeding affecting the Issuer or its assets,
or (iv) any other circumstance relating to the Obligations that might otherwise
constitute a legal or equitable discharge of, or defense to, the Guarantor. The
Guarantor agrees that the Holders and/or the Trustee may resort to the
Guarantor, as primary obligor and not merely as surety, for payment of any of
the Obligations whether or not the Holders or the Trustee shall have proceeded
against the Issuer or any other obligor principally or secondarily obligated
with respect to any of the Obligations. Neither the Holders nor the Trustee
shall be obligated to file any claim relating to any of the Obligations in the
event that the Issuer becomes subject to a bankruptcy, reorganization or similar
proceeding, and the failure of the Holders or the Trustee to so file shall not
affect the Guarantor's obligations hereunder. In the event that any payment to
the Holders by the Issuer in respect of any Obligations is rescinded or must
otherwise be returned for any reason whatsoever, the Guarantor shall remain
liable hereunder with respect to such Obligations as if such payment had not
been made.

                  The Guarantor agrees that, subject to the Indenture, the
Holders and/or the Trustee may at any time and from time to time, either before
or after the maturity thereof, without notice to or further consent of the
Guarantor, extend the time of payment of, exchange or surrender any collateral
for, or renew any of the Obligations, and may also make any agreement with the
Issuer or with any other party to or person liable on any of the Obligations or
interested therein, for the extension, renewal, payment, compromise, discharge
or release thereof, in whole or in part, or for any modification of the terms
thereof or of any agreement between the Holders, the Trustee and the Issuer or
any such other party or person, and

                                       66
<PAGE>

that none of the foregoing shall in any way impair or affect this Guarantee. The
Guarantor hereby unconditionally and irrevocably waives, to the fullest extent
permitted by law, (a) notice of the acceptance of this Guarantee and of the
Obligations, presentment, demand for payment, notice of dishonor and protest,
(b) any requirement that any Holder exhaust any right or take any action against
the Issuer, and (c) any right to revoke this Guarantee.

                  The Guarantor agrees to pay on demand all fees and
out-of-pocket expenses incurred by the Holders or the Trustee in any way
relating to the enforcement or protection of the rights of the Holders and/or
the Trustee hereunder.

                  Upon payment of any of the Obligations, the Guarantor shall be
subrogated to the rights of the Holders and/or the Trustee against the Issuer
with respect to such Obligations, and the Holders and the Trustee agree to take
such steps, at the Guarantor's expense, as the Guarantor may reasonably request
to implement such subrogation; 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 during any period in which any amount payable by the
Issuer under the Security or the Indenture is overdue or unpaid.

                  No failure on the part of the Holders or the Trustee to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by the
Holders or the Trustee of any right, remedy or power hereunder preclude any
other or future exercise of any right, remedy or power. Each and every right,
remedy and power hereby granted to the Holders or the Trustee or allowed any of
them by law or other agreement shall be cumulative and not exclusive of any
other, and may be exercised by the Holders or the Trustee at any time or from
time to time.

                  The Guarantor hereby represents and warrants that:

                  (a) the Guarantor is duly organized, validly existing and in
good standing as a corporation under the laws of the State of Delaware and has
full corporate power to execute, deliver and perform this Guarantee;

                  (b) the execution, delivery and performance of this Guarantee
have been and remain duly authorized by all necessary corporate action and do
not contravene any provision of the Guarantor's certificate of incorporation or
by-laws, as amended to date, or any law, regulation, rule, decree, order,
judgment or contractual restriction binding on the Guarantor or its assets;

                  (c) all consents, licenses, clearances, authorizations and
approvals of, and registrations and declarations with, any governmental
authority or regulatory body necessary for the due execution, delivery and
performance of this Guarantee have been obtained and remain in full force and
effect and all conditions thereof have been duly complied with, and no other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required in connection with the execution, delivery or
performance of this Guarantee;

                  (d) this Guarantee constitutes a legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium

                                       67
<PAGE>

and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and

                  (e) there are no actions, suits or arbitration proceedings
pending or, to the knowledge of the Guarantor, threatened against it, at law or
in equity, which, individually or in the aggregate, if adversely determined,
would materially adversely affect the financial condition of the Guarantor or
materially impair its ability to perform its obligations under this Guarantee.

                  The Guarantor may not assign its obligations hereunder to any
person (except as permitted by the Indenture) without the prior written consent
of the Holders or the Trustee.

                  All payments by the Guarantor to the Holders or the Trustee
shall be made in accordance with the provisions of the Indenture and the
Security; provided, however, that payment of any fees or expenses pursuant to
the fourth paragraph hereof shall be made by wire transfer of immediately
available funds to an account at a commercial bank in the United States
specified to the Guarantor at least ten (10) days in advance of any demand for
payment by the Holders or the Trustee.

                  All notices or demands on the Guarantor shall be deemed
effective when received, shall be in writing and shall be delivered by hand or
by registered mail, or by facsimile transmission promptly confirmed by
registered mail, addressed to the Guarantor at:

                  Berkshire Hathaway Inc.
                  1440 Kiewit Plaza
                  Omaha, NE 68131
                  Attention: Chief Financial Officer
                  Facsimile: (402) 346-3375

or to such other addresses or facsimile numbers as the Guarantor shall have
notified the Holders or the Trustee in a written notice delivered in accordance
with the Indenture.

                  This Guarantee shall remain in full force and effect and shall
be binding on the Guarantor, its successors and assigns until all of the
Obligations have been satisfied in full.

                  This Guarantee 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 solely within such State.

                  No amendment or waiver of any provision of this Guarantee
shall in any event be effective unless the same shall be in writing and signed
by the Trustee and the Guarantor.

                  If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not, to the fullest extent permitted by law, impair the
operation of or effect of those portions of this Guarantee that are valid.

                                       68
<PAGE>

                  THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN
CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED IN ANY
WAY TO THIS GUARANTEE.

Dated: October ___, 2003                  BERKSHIRE HATHAWAY INC.

                                          By:___________________________________
                                          Name: Marc D. Hamburg
                                          Title: Chief Financial Officer

                                       69
<PAGE>

                                    EXHIBIT A

                      FORM OF CERTIFICATE FOR TRANSFER FROM
            RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY
             (transfers pursuant to Section 306(a) of the Indenture)

                                                                          [Date]

[Name of Trustee]
[Address of Trustee]

         Re:      [Note][Debenture][Zero Coupon] Due _______ (the "Securities")
                  of Berkshire Hathaway Finance Corporation (the "Company")

Ladies and Gentlemen:

                  Reference is hereby made to the Indenture, dated as of October
6, 2003 (as amended and supplemented from time to time, the "Indenture"), among
the Company, as issuer, Berkshire Hathaway Inc., as guarantor (the "Guarantor"),
and Bank One Trust Company, N.A., as trustee (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings given them in the Indenture.

                  This letter relates to $_________ principal amount of
Securities which are held by the undersigned (the "Transferor") as a beneficial
interest in the Rule 144A Global Security (CUSIP No. ______________) deposited
with [Name of Depositary] (the "Depositary"). The Transferor has requested a
transfer of such beneficial interest for an interest in the Regulation S Global
Security (CUSIP No. ______________) deposited with the Depositary.

                  In connection with such request and in respect of such
Securities, the Transferor hereby certifies that such transfer has been effected
pursuant to and in accordance with Regulation S and accordingly further
certifies that:

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

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

                  (c)      no directed selling efforts have been made in the
                           United States in contravention of the requirements of
                           Rule 903(b) or Rule 904(b) of Regulation S, as
                           applicable;

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

                                      A-1
<PAGE>

                  (e)      the Transferor is the beneficial owner of the
                           Securities being transferred.

                  In addition, if the transfer is made during the distribution
compliance period specified in Rule 903 of Regulation S and the provisions of
Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, the
Transferor confirms that such transfer has been made in accordance with the
applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

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

Dated:                                       Very truly yours,

                                                      [Name of Transferor]

                                             By:________________________________
                                                      Authorized signature

                                      A-2
<PAGE>

                                    EXHIBIT B

                      FORM OF CERTIFICATE FOR TRANSFER FROM
            REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY
             (transfers pursuant to Section 306(b) of the Indenture)

                                                                          [Date]

[Name of Trustee]
[Address of Trustee]

         Re:      [Note][Debenture][Zero Coupon] Due _______ (the "Securities")
                  of Berkshire Hathaway Finance Corporation (the "Company")

Ladies and Gentlemen:

                  Reference is hereby made to the Indenture, dated as of October
6, 2003 (as amended and supplemented from time to time, the "Indenture"), among
the Company, as issuer, Berkshire Hathaway Inc., as guarantor (the "Guarantor"),
and Bank One Trust Company, N.A., as trustee (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings given them in the Indenture.

                  This letter relates to $_________ principal amount of
Securities which are held by the undersigned (the "Transferor") as a beneficial
interest in the Regulation S Global Security (CUSIP No. ______________)
deposited with [Name of Depositary] (the "Depositary"). The Transferor has
requested a transfer of such beneficial interest for an interest in the Rule
144A Global Security (CUSIP No. ______________) deposited with the Depositary.

                  In connection with such request and in respect of such
Securities, the Transferor hereby certifies that such Securities are being
transferred to a transferee that the Transferor reasonably believes is
purchasing the Securities for its own account or an account with respect to
which the transferee exercises sole investment discretion, and the transferee,
as well as any such account, is a "qualified institutional buyer" within the
meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and
in accordance with applicable securities laws of any state of the United States
or any other jurisdiction.

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

Dated:________________                       Very truly yours,

                                             [Name of Transferor]

                                             By:________________________________
                                                      Authorized signature

                                      B-1
<PAGE>

                                    EXHIBIT C

             FORM OF CERTIFICATE FOR TRANSFERS PURSUANT TO RULE 144

                                                                          [Date]

[Name of Trustee]
[Address of Trustee]

         Re:      [Note][Debenture][Zero Coupon] Due _______ (the "Securities")
                  of Berkshire Hathaway Finance Corporation (the "Company")

Ladies and Gentlemen:

                  Reference is hereby made to the Indenture, dated as of October
6, 2003 (as amended and supplemented from time to time, the "Indenture"), among
the Company, as issuer, Berkshire Hathaway Inc., as guarantor (the "Guarantor"),
and Bank One Trust Company, N.A., as Trustee. Capitalized terms used but not
defined herein shall have the meanings given them in the Indenture.

                  In connection with our proposed sale of $___________ principal
amount of the Securities, which represent an interest in a Rule 144A Global Note
beneficially owned by the undersigned (the "Transferor"), we confirm that such
sale has been effected pursuant to and in accordance with Rule 144.

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

                                             Dated:    Very truly yours,

                                             [Name of Transferor]

                                             By:________________________________
                                                      Authorized signature

                                      C-1