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                                                                     Exhibit 4.5

                       VERTEX PHARMACEUTICALS INCORPORATED
                                     Issuer

                                       AND

                                   [          ]
                                     Trustee

                                    INDENTURE

                                 Dated as of [    ]

                          Subordinated Debt Securities

<Page>

                            CROSS-REFERENCE TABLE (1)

<Table>
<Caption>
    Section of
Trust Indenture Act                                                                                  Section of
Of 1939, as Amended                                                                                   Indenture
<S>                                                                                                 <C>
310(a).  ...................................................................................................7.09
310(b).  ...................................................................................................7.08
                                                                                                            7.10
310(c).  ...........................................................................................Inapplicable
311(a).  ................................................................................................7.13(a)
311(b).  ................................................................................................7.13(b)
311(c).  ...........................................................................................Inapplicable
312(a).  ................................................................................................5.02(a)
312(b).  ................................................................................................5.02(b)
312(c).  ................................................................................................5.02(c)
313(a).  ................................................................................................5.04(a)
313(b).  ................................................................................................5.04(a)
313(c).  ................................................................................................5.04(a)
                                                                                                         5.04(b)
313(d).  ................................................................................................5.04(b)
314(a).  ...................................................................................................5.03
314(b).  ...........................................................................................Inapplicable
314(c).  ..................................................................................................13.06
314(d).  ...........................................................................................Inapplicable
314(e).  ..................................................................................................13.06
314(f).  ...........................................................................................Inapplicable
315(a).  ................................................................................................7.01(a)
                                                                                                            7.02
315(b).  ...................................................................................................6.07
315(c).  ...................................................................................................7.01
315(d).  ................................................................................................7.01(b)
                                                                                                         7.01(c)
315(e).  ...................................................................................................6.07
316(a).  ...................................................................................................6.06
                                                                                                            8.04
316(b).  ...................................................................................................6.04
316(c).  ...................................................................................................8.01
317(a).  ...................................................................................................6.02
317(b).  ...................................................................................................4.03
318(a).  ..................................................................................................13.08
</Table>

(1) This Cross-Reference Table does not constitute part of the Indenture and
shall not have any bearing on the interpretation of any of its terms or
provisions.

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                              TABLE OF CONTENTS (2)

<Table>
<Caption>
                                                                                                         PAGE
                                                                                                         ----
<S>                                                                                                       <C>
ARTICLE I DEFINITIONS..................................................................................... 1

             SECTION 1.01     Definitions of Terms.........................................................1

ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES...................4

             SECTION 2.01     Designation and Terms of Securities..........................................4
             SECTION 2.02     Form of Securities and Trustee's Certificate.................................5
             SECTION 2.03     Denominations:  Provisions for Payment.......................................6
             SECTION 2.04     Execution and Authentications................................................7
             SECTION 2.05     Registration of Transfer and Exchange........................................7
             SECTION 2.06     Temporary Securities.........................................................8
             SECTION 2.07     Mutilated, Destroyed, Lost or Stolen Securities..............................8
             SECTION 2.08     Cancellation.................................................................9
             SECTION 2.09     Benefits of Indenture........................................................9
             SECTION 2.10     Authenticating Agent.........................................................9
             SECTION 2.11     Global Securities...........................................................10

ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS..........................................11

             SECTION 3.01     Redemption..................................................................11
             SECTION 3.02     Notice of Redemption........................................................11
             SECTION 3.03     Payment Upon Redemption.....................................................12
             SECTION 3.04     Sinking Fund................................................................12
             SECTION 3.05     Satisfaction of Sinking Fund Payments with Securities.......................12
             SECTION 3.06     Redemption of Securities for Sinking Fund...................................12

ARTICLE IV COVENANTS......................................................................................13

             SECTION 4.01     Payment of Principal, Premium and Interest..................................13
             SECTION 4.02     Maintenance of Office or Agency.............................................13
             SECTION 4.03     Paying Agents...............................................................13
             SECTION 4.04     Appointment to Fill Vacancy in Office of Trustee............................14
             SECTION 4.05     Compliance with Consolidation Provisions....................................14

ARTICLE V SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...............................14

             SECTION 5.01     Company to Furnish Trustee Names and Addresses of Securityholders...........14
             SECTION 5.02     Preservation Of Information; Communications With Securityholders............14
             SECTION 5.03     Reports by the Company......................................................15
             SECTION 5.04     Reports by the Trustee......................................................15

ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT................................16

             SECTION 6.02     Collection of Indebtedness and Suits for Enforcement by Trustee.............17
             SECTION 6.03     Application of Moneys Collected.............................................18
             SECTION 6.04     Limitation on Suits.........................................................18
             SECTION 6.05     Rights and Remedies Cumulative; Delay or Omission Not Waiver................19
             SECTION 6.06     Control by Securityholders..................................................19
</Table>

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<Table>
<S>                                                                                                       <C>
             SECTION 6.07     Undertaking to Pay Costs....................................................20

ARTICLE VII CONCERNING THE TRUSTEE........................................................................20

             SECTION 7.01     Certain Duties and Responsibilities of Trustee..............................20
             SECTION 7.02     Certain Rights of Trustee...................................................21
             SECTION 7.03     Trustee Not Responsible for Recitals or Issuance of Securities..............22
             SECTION 7.04     May Hold Securities.........................................................22
             SECTION 7.05     Moneys Held in Trust........................................................22
             SECTION 7.06     Compensation and Reimbursement..............................................23
             SECTION 7.07     Reliance on Officers' Certificate...........................................23
             SECTION 7.08     Disqualification; Conflicting Interests.....................................23
             SECTION 7.09     Corporate Trustee Required; Eligibility.....................................23
             SECTION 7.10     Resignation and Removal; Appointment of Successor...........................24
             SECTION 7.11     Acceptance of Appointment By Successor......................................25
             SECTION 7.12     Merger, Conversion, Consolidation or Succession to Business.................26
             SECTION 7.13     Preferential Collection of Claims Against the Company.......................26

ARTICLE VIII CONCERNING THE SECURITYHOLDERS...............................................................26

             SECTION 8.01     Evidence of Action by Securityholders.......................................26
             SECTION 8.02     Proof of Execution by Securityholders.......................................26
             SECTION 8.03     Who May be Deemed Owners....................................................27
             SECTION 8.04     Certain Securities Owned by Company Disregarded.............................27
             SECTION 8.05     Actions Binding on Future Securityholders...................................27
             SECTION 8.06     Purposes for Which Meetings May Be Called...................................27
             SECTION 8.07     Call Notice and Place of Meetings...........................................28
             SECTION 8.08     Persons Entitled To Vote at Meetings........................................28
             SECTION 8.09     Quorum; Action..............................................................28
             SECTION 8.10     Determination of Voting Rights; Conduct and Adjournment of Meetings.........28
             SECTION 8.11     Counting Votes and Recording Action of Meetings.............................29

ARTICLE IX SUPPLEMENTAL INDENTURES........................................................................29

             SECTION 9.01     Supplemental Indentures Without the Consent of Securityholders..............29
             SECTION 9.02     Supplemental Indentures With Consent of Securityholders.....................30
             SECTION 9.03     Effect of Supplemental Indentures...........................................31
             SECTION 9.04     Securities Affected by Supplemental Indentures..............................31
             SECTION 9.05     Execution of Supplemental Indentures........................................31

ARTICLE X SUCCESSOR ENTITY................................................................................31

             SECTION 10.01    Company May Consolidate, Etc................................................31
             SECTION 10.02    Successor Entity Substituted................................................32
             SECTION 10.03    Evidence of Consolidation, Etc. to Trustee..................................32

ARTICLE XI SATISFACTION AND DISCHARGE.....................................................................32

             SECTION 11.01    Satisfaction and Discharge of Indenture.....................................32
             SECTION 11.02    Discharge of Obligations....................................................33
             SECTION 11.03    Deposited Moneys to be Held in Trust........................................33
             SECTION 11.04    Payment of Moneys Held by Paying Agents.....................................33
             SECTION 11.05    Repayment to Company........................................................33

ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...............................34
</Table>

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<S>                                                                                                       <C>
             SECTION 12.01    No Recourse.................................................................34

ARTICLE XIII MISCELLANEOUS PROVISIONS.....................................................................34

             SECTION 13.01    Effect on Successors and Assigns............................................34
             SECTION 13.02    Actions by Successor........................................................34
             SECTION 13.03    Surrender of Company Powers.................................................34
             SECTION 13.04    Notices.....................................................................34
             SECTION 13.05    Governing Law...............................................................35
             SECTION 13.06    Treatment of Securities as Debt.............................................35
             SECTION 13.07    Compliance Certificates and Opinions........................................35
             SECTION 13.08    Payments on Business Days...................................................35
             SECTION 13.09    Conflict with Trust Indenture Act...........................................35
             SECTION 13.10    Counterparts................................................................35
             SECTION 13.11    Separability................................................................36
             SECTION 13.12    Assignment..................................................................36

ARTICLE XIV SUBORDINATION OF SECURITIES...................................................................36

             SECTION 14.01    Subordination Terms.........................................................36
</Table>

(2)    This Table of Contents does not constitute part of the Indenture and
shall not have any bearing on the interpretation of any of its terms or
provisions.

<Page>

INDENTURE, dated as of [      ], among Vertex Pharmaceuticals Incorporated, a
Massachusetts corporation (the "Company"), and [          ], as trustee (the
"Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of
subordinated debt securities (hereinafter referred to as the "Securities"), in
an unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01      Definitions of Terms.

The terms defined in this Section (except as in this Indenture otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section and shall include the plural as
well as the singular. All other terms used in this Indenture that are defined in
the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

"Authenticating Agent" means an authenticating agent with respect to all or any
of the series of Securities appointed with respect to all or any series of the
Securities by the Trustee pursuant to Section 2.10.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law
for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company 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 to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification.

"Business Day" means, with respect to any series of Securities, any day other
than a day on which Federal or State banking institutions in the Borough of
Manhattan, The City of New York, are authorized or obligated by law, executive
order or regulation to close.

"Certificate" means a certificate signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company.
The Certificate need not comply with the provisions of Section 13.07.

"Commission" means the Securities and Exchange Commission.

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

<Page>

"Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at [ ], except that whenever a
provision herein refers to an office or agency of the Trustee in the Borough of
Manhattan, The City of New York, such office is located, at the date hereof, at
[ ].

"Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

"Default" means an event which is, or after notice or lapse of time, or both,
would constitute an Event of Default.

"Depositary" means, with respect to Securities of any series, for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or Section 2.11.

"Event of Default" means, with respect to Securities of a particular series, any
event specified in Section 6.01, continued for the period of time, if any,
therein designated.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Global Security" means, with respect to any series of Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with this Indenture,
which shall be registered in the name of the Depositary or its nominee.

"Governmental Obligations" means securities that are (i) direct obligations of
the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are
non-callable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depositary receipt; provided, however, 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 Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

"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.

"Indenture" means this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into in accordance with the terms hereof.

"Interest Payment Date," when used with respect to any installment of interest
on a Security of a particular series, means the date specified in such Security
or in a Board Resolution or in an indenture supplemental hereto with respect to
such series as the fixed date on which an installment of interest with respect
to Securities of that series is due and payable.

"Officers' Certificate" means a certificate signed by the President or a Vice
President and by the Chief Financial Officer, the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or an
Assistant Secretary of the Company that is delivered to the Trustee in
accordance with the terms hereof. Certificate shall include the statements
provided for in Section 13.07, if and to the extent required by the provisions
thereof.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel to
the Company (and may include directors or employees of the Company) and which
opinion is acceptable to the Trustee which acceptance shall not be unreasonably
withheld.

                                        2
<Page>

"Outstanding", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.

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

"Predecessor Security" of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

"Responsible Officer," when used with respect to the Trustee, means any officer
of the Trustee, including any vice president, assistant vice president,
secretary, assistant secretary, the treasurer, any assistant treasurer, the
managing director or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

"Securities" means the debt Securities authenticated and delivered under this
Indenture.

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

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

"Securityholder," "holder of Securities," "registered holder," or other similar
term, means the Person or Persons in whose name or names a particular Security
shall be registered in the Security Register.

"Subsidiary" means, with respect to any Person, (i) any corporation at least a
majority of whose outstanding Voting Stock shall at the time be owned, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.

"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
such successor Trustee. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, subject
to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the date of
execution of this instrument; provided, however, that in the event the Trust
Indenture Act is amended after such date, Trust Indenture Act means, to the
extent required by such amendment, the Trust Indenture Act of 1939, as so
amended, or any successor statute.

"Voting Stock," as applied to any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the

                                        3
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directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01      Designation and Terms of Securities.

     (a)       The aggregate principal amount of Securities that may be
               authenticated and delivered under this Indenture is unlimited.
               The Securities may be issued in one or more series up to the
               aggregate principal amount of Securities of that series from time
               to time authorized by or pursuant to a Board Resolution of the
               Company or pursuant to one or more indentures supplemental
               hereto. Prior to the initial issuance of Securities of a given
               series, there shall be established in or pursuant to a Board
               Resolution of the Company, and set forth in an Officers'
               Certificate of the Company, or established in one or more
               indentures supplemental hereto:

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

               (2)       the aggregate principal amount of the Securities of
                         such series initially to be issued and any limit upon
                         the aggregate principal amount of the Securities of
                         that series that 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 that series);

               (3)       the currency or units based on or relating to
                         currencies in which debt securities of such series are
                         denominated and the currency or units in which
                         principal or interest or both will or may be payable;

               (4)       the date or dates on which the principal of the
                         Securities of the series is payable and the place(s) of
                         payment;

               (5)       the rate or rates at which the Securities of the series
                         shall bear interest or the manner of calculation of
                         such rate or rates, if any;

               (6)       the date or dates from which such interest shall
                         accrue, the Interest Payment Dates on which such
                         interest will be payable or the manner of determination
                         of such Interest Payment Dates, the place(s) of
                         payment, and the record date for the determination of
                         holders to whom interest is payable on any such
                         Interest Payment Dates or the method for determining
                         such dates;

               (7)       the right, if any, to extend the interest payment
                         periods or to defer the payment of interest and the
                         duration of such extension;

               (8)       the period or periods within which, the price or prices
                         at which and the terms and conditions upon which,
                         Securities of the series may be redeemed, in whole or
                         in part, at the option of the Company;

               (9)       the obligation, if any, of the Company to redeem or
                         purchase Securities of the series pursuant to any
                         sinking fund or analogous provisions (including
                         payments made in cash in satisfaction of future sinking
                         fund obligations) or at the option of a holder thereof
                         and the period or periods within which, the price or
                         prices at which, and the terms and

                                        4
<Page>

                         conditions upon which, Securities of the series shall
                         be redeemed or purchased, in whole or in part, pursuant
                         to such obligation;

               (10)      whether or not the debt securities will be secured or
                         unsecured, and the terms of any secured debt;

               (11)      the form of the Securities of the series including the
                         form of the Certificate of Authentication for such
                         series;

               (12)      if other than denominations of one thousand U.S.
                         dollars ($1,000) or any integral multiple thereof, the
                         denominations in which the Securities of the series
                         shall be issuable;

               (13)      any and all other terms with respect to such series
                         (which terms shall not be inconsistent with the terms
                         of this Indenture, as amended by any supplemental
                         indenture) including any terms which may be required by
                         or advisable under United States laws or regulations or
                         advisable in connection with the marketing of
                         Securities of that series;

               (14)      whether the Securities are issuable as a Global
                         Security and, in such case, the identity of the
                         Depositary for such series;

               (15)      whether the Securities will be convertible into shares
                         of common stock or other securities of the Company and,
                         if so, the terms and conditions upon which such
                         Securities will be so convertible, including the
                         conversion price and the conversion period;

               (16)      if other than the principal amount thereof, the portion
                         of the principal amount of Securities of the series
                         which shall be payable upon declaration of acceleration
                         of the maturity thereof pursuant to Section 6.01;

               (17)      any additional or different Events of Default or
                         restrictive covenants provided for with respect to the
                         Securities of the series; and

               (18)      the subordination terms of the Securities of the
                         series.

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 any such
Board Resolution or in any indentures supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a
Board Resolution of the Company, 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 of the Company setting forth the terms of the series.

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

SECTION 2.02      Form of Securities and Trustee's Certificate.

The Securities of any series and the Trustee's certificate of authentication to
be borne by such Securities shall be substantially of the tenor and purport as
set forth in one or more indentures supplemental hereto or as provided in a
Board Resolution of the Company and as set forth in an Officers' Certificate of
the Company and the and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made

                                        5
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pursuant thereto or with any rule or regulation of any stock exchange on which
Securities of that series may be listed, or to conform to usage.

SECTION 2.03      Denominations: Provisions for Payment.

The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(a)(12). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

The interest installment on any Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

Any interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

               (1)       The Company may make payment of any Defaulted Interest
                         on Securities to the Persons in whose names such
                         Securities (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 such Security and the date of the proposed
                         payment, and at the same time the Company shall deposit
                         with the Trustee an amount of money equal to the
                         aggregate amount proposed to be paid in respect of such
                         Defaulted Interest or shall make arrangements
                         satisfactory to the Trustee for such deposit prior to
                         the date of the proposed payment, such money when
                         deposited to be held in trust for the benefit of the
                         Persons entitled to such Defaulted Interest as in this
                         clause provided. Thereupon the Trustee shall fix a
                         special record date for the payment of such Defaulted
                         Interest which shall not be more than 15 nor 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 mailed, first class postage prepaid, to
                         each Securityholder at his or her address as it appears
                         in the Security Register, not less than 10 days prior
                         to such special record date. Notice of the proposed
                         payment of such Defaulted Interest and the special
                         record date therefor having been mailed as aforesaid,
                         such Defaulted Interest shall be paid to the Persons in
                         whose names such Securities (or their respective
                         Predecessor Securities) are registered on such special
                         record date.

               (2)       The Company may make payment of any Defaulted Interest
                         on any Securities 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.

                                        6
<Page>

Unless otherwise set forth in a Board Resolution of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

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

SECTION 2.04      Execution and Authentications.

The Securities shall be signed on behalf of the Company by its President, or one
of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or
its Secretary, or one of its Assistant Secretaries, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Signatures may be
in the form of a manual or facsimile signature. The Company may use the
facsimile signature of any Person who shall have been a President or Vice
President thereof, or of any Person who shall have been a Treasurer or Assistant
Treasurer thereof, or of any Person who shall have been a Secretary or Assistant
Secretary thereof, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such Person shall have
ceased to be the President or a Vice President, the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, of the Company. The seal
of the Company may be in the form of a facsimile of such seal and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

A Security shall not be valid or obligatory for any purpose and shall not be
entitled to any benefit under this Indenture, in each case, until authenticated
with a certificate of authentication manually signed by an authorized signatory
of the Trustee, or by an Authenticating Agent. Such certificate shall be
conclusive evidence, and the only evidence, that the Security so authenticated
has been duly authenticated and delivered hereunder and that the Security is
entitled to the benefits of this Indenture. At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by its President or any
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

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 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this Indenture.

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 that is not reasonably acceptable to the Trustee.

SECTION 2.05      Registration of Transfer and Exchange.

     (a)       Securities of any series may be exchanged upon presentation
               thereof at the office or agency of the Company designated for
               such purpose in the Borough of Manhattan, the City and State of
               New York, for other Securities of such series of authorized
               denominations, and for a like aggregate principal amount, upon
               payment of a sum sufficient to cover any tax or other
               governmental charge in relation thereto, all as provided in this
               Section. In respect of any Securities so surrendered for
               exchange, the Company shall execute, the Trustee shall
               authenticate and such office or agency shall deliver in exchange
               therefor the Security or Securities of the same series that the

                                        7
<Page>

               Securityholder making the exchange shall be entitled to receive,
               bearing numbers not contemporaneously outstanding.

     (b)       The Company shall keep, or cause to be kept, at its office or
               agency designated for such purpose in the Borough of Manhattan,
               the City and State of New York, or such other location designated
               by the Company a register or registers (herein referred to as the
               "Security Register") in which, subject to such reasonable
               regulations as it may prescribe, the Company shall register the
               Securities and the transfers of Securities as in this Article
               provided and which at all reasonable times shall be open for
               inspection by the Trustee. The registrar for the purpose of
               registering Securities and transfer of Securities as herein
               provided shall be appointed as authorized by Board Resolution
               (the "Security Registrar").

               Upon surrender for transfer of any Security at the office or
               agency of the Company designated for such purpose, the Company
               shall execute, the Trustee shall authenticate and such office or
               agency shall deliver in the name of the transferee or
               transferees a new Security or Securities of the same series as
               the Security presented for a like aggregate principal amount.

               All Securities presented or surrendered for exchange or
               registration of transfer, as provided in this Section, shall be
               accompanied (if so required by the Company or the Security
               Registrar) by a written instrument or instruments of transfer,
               in form satisfactory to the Company or the Security Registrar,
               duly executed by the registered holder or by such holder's duly
               authorized attorney in writing.

     (c)       No service charge shall be made for any exchange or registration
               of transfer of Securities, or issue of new Securities in case of
               partial redemption of any series, but the Company may require
               payment of a sum sufficient to cover any tax or other
               governmental charge in relation thereto, other than exchanges
               pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not
               involving any transfer.

     (d)       The Company shall not be required (i) to issue, exchange or
               register the transfer of any Securities during a period beginning
               at the opening of business 15 days before the day of the mailing
               of a notice of redemption of less than all the Outstanding
               Securities of the same series and ending at the close of business
               on the day of such mailing, nor (ii) to register the transfer of
               or exchange any Securities of any series or portions thereof
               called for redemption. The provisions of this Section 2.05 are,
               with respect to any Global Security, subject to Section 2.11
               hereof.

SECTION 2.06      Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the Company
designated for the purpose in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Company advises the
Trustee to the effect that definitive Securities need not be executed and
furnished until further notice from the Company. Until so exchanged, the
temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder.

SECTION 2.07      Mutilated, Destroyed, Lost or Stolen Securities.

                                        8
<Page>

In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, 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. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

Every replacement Security issued pursuant to the provisions of this Section
shall constitute an additional contractual obligation of the Company whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08      Cancellation.

All Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.09      Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give
or be construed to give to any Person, other than the parties hereto and the
holders of the Securities (and, with respect to the provisions of Article XIV,
the holders of Senior Indebtedness, as defined in any supplement to this
Indenture pursuant to Article XIV) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article XIV, the holders of Senior
Indebtedness) .

SECTION 2.10      Authenticating Agent.

So long as any of the Securities of any series remain Outstanding there may be
an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall

                                        9
<Page>

be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series. Each Authenticating Agent shall be acceptable to the
Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

SECTION 2.11      Global Securities

     (a)       If the Company shall establish pursuant to Section 2.01 that some
               or all of the Securities of a particular series are to be issued
               as a Global Security, then the Company shall execute and the
               Trustee shall, in accordance with Section 2.04, authenticate and
               deliver, a Global Security that (i) shall represent, and shall be
               denominated in an amount equal to the aggregate principal amount
               of, the Outstanding Securities of such series which are to be
               issued as a Global Security, (ii) shall be registered in the name
               of the Depositary or its nominee, (iii) shall be delivered by the
               Trustee to the Depositary or pursuant to the Depositary's
               instruction and (iv) shall bear a legend substantially to the
               following effect: "Except as otherwise provided in Section 2.11
               of the Indenture, this Security may be transferred, in whole but
               not in part, only to another nominee of the Depositary or to a
               successor Depositary or to a nominee of such successor
               Depositary."

     (b)       Notwithstanding the provisions of Section 2.05, the Global
               Security of a series may be transferred, in whole but not in part
               and in the manner provided in Section 2.05, only to another
               nominee of the Depositary for such series, or to a successor
               Depositary for such series selected or approved by the Company or
               to a nominee of such successor Depositary.

     (c)       If at any time the Depositary for a series of the Securities
               notifies the Company that it is unwilling or unable to continue
               as Depositary for such series or if at any time the Depositary
               for such series shall no longer be registered or in good standing
               under the Exchange Act, or other applicable statute or
               regulation, and a successor Depositary for such series is not
               appointed by the Company within 90 days after the Company
               receives such notice or becomes aware of such condition, as the
               case may be, this Section 2.11 shall no longer be applicable to
               the Securities of such series and the Company will execute, and
               subject to Section 2.05, the Trustee will authenticate and
               deliver the Securities of such series in definitive registered
               form without coupons, in authorized denominations, and in an
               aggregate principal amount equal to the principal amount of the
               Global Security of such series in exchange for such Global
               Security. In addition, the Company may at any time determine that
               the Securities of any series shall no longer be represented by a
               Global Security and that the provisions of this Section 2.11
               shall no longer apply to the Securities of such series. In such
               event the Company will execute and subject to Section 2.05, the
               Trustee, upon receipt of an Officers' Certificate evidencing such
               determination by the Company, will authenticate and deliver the
               Securities of such series in definitive registered form without
               coupons, in authorized denominations, and in an aggregate
               principal amount equal to the principal amount of the Global
               Security of such series in exchange for such Global Security.
               Upon the exchange of the Global Security for such Securities in
               definitive registered form without coupons, in authorized
               denominations, the Global Security shall be canceled by the
               Trustee. Such Securities in definitive registered form issued in
               exchange for the Global Security pursuant to this Section 2.11(c)
               shall be registered in such names and in such authorized
               denominations as the Depositary, pursuant to

                                       10
<Page>

               instructions from its direct or indirect participants or
               otherwise, shall instruct the Trustee. The Trustee shall deliver
               such Securities to the Depositary for delivery to the Persons in
               whose names such Securities are so registered.

                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01      Redemption.

The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

SECTION 3.02      Notice of Redemption.

     (a)       In case the Company shall desire to exercise such right to redeem
               all or, as the case may be, a portion of the Securities of any
               series in accordance with the right reserved so to do, the
               Company shall, or shall cause the Trustee to, give notice of such
               redemption to holders of the Securities of such series to be
               redeemed by mailing, first class postage prepaid, a notice of
               such redemption not less than 30 days and not more than 90 days
               before the date fixed for redemption of that series to such
               holders at their last addresses as they shall appear upon the
               Security Register unless a shorter period is specified in the
               Securities to be redeemed. Any notice that is mailed in the
               manner herein provided shall be conclusively presumed to have
               been duly given, whether or not the registered holder receives
               the notice. In any case, failure duly to give such notice to the
               holder of any Security of any series designated for redemption in
               whole or in part, or any defect in the notice, shall not affect
               the validity of the proceedings for the redemption of any other
               Securities of such series or any other series. In the case of any
               redemption of Securities prior to the expiration of any
               restriction on such redemption provided in the terms of such
               Securities or elsewhere in this Indenture, the Company shall
               furnish the Trustee with an Officers' Certificate evidencing
               compliance with any such restriction.

Each such notice of redemption shall specify the date fixed for redemption and
the redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in whole or in part
shall specify the particular Securities to be so redeemed. In case any Security
is to be redeemed in part only, the notice that relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

     (b)       If less than all the Securities of a series are to be redeemed,
               the Company shall give the Trustee at least 30 days' notice in
               advance of the date fixed for redemption as to the aggregate
               principal amount of Securities of the series to be redeemed, and
               thereupon the Trustee shall select, by lot or in such other
               manner as it shall deem appropriate and fair in its discretion
               and that may provide for the selection of a portion or portions
               (equal to one thousand U.S. dollars ($1,000) or any integral
               multiple thereof) of the principal amount of such Securities of a
               denomination larger than $1,000, the Securities to be redeemed
               and shall thereafter promptly notify the Company in writing of
               the numbers of the Securities to be redeemed, in whole or in
               part. The Company may, if and whenever it shall so elect, by
               delivery of instructions signed on its behalf by its President or
               any Vice President, instruct the Trustee or any paying agent to
               call all or any part of the Securities of a particular series for
               redemption and to give notice of redemption in the manner set
               forth in this Section, such notice to be in the name of the
               Company or its own name as the Trustee or such paying agent may
               deem advisable. In any case in which notice of redemption is to
               be given by the

                                       11
<Page>

               Trustee or any such paying agent, the Company shall deliver or
               cause to be delivered to, or permit to remain with, the Trustee
               or such paying agent, as the case may be, such Security Register,
               transfer books or other records, or suitable copies or extracts
               therefrom, sufficient to enable the Trustee or such paying agent
               to give any notice by mail that may be required under the
               provisions of this Section.

SECTION 3.03      Payment Upon Redemption.

     (a)       If the giving of notice of redemption shall have been completed
               as above provided, the Securities or portions of Securities of
               the series to be redeemed specified in such notice shall become
               due and payable on the date and at the place stated in such
               notice at the applicable redemption price, together with interest
               accrued to the date fixed for redemption and interest on such
               Securities or portions of Securities shall cease to accrue on and
               after the date fixed for redemption, unless the Company shall
               default in the payment of such redemption price and accrued
               interest with respect to any such Security or portion thereof. On
               presentation and surrender of such Securities on or after the
               date fixed for redemption at the place of payment specified in
               the notice, said Securities shall be paid and redeemed at the
               applicable redemption price for such series, together with
               interest accrued thereon to the date fixed for redemption (but if
               the date fixed for redemption is an interest payment date, the
               interest installment payable on such date shall be payable to the
               registered holder at the close of business on the applicable
               record date pursuant to Section 2.03).

     (b)       Upon presentation of any Security of such series that is to be
               redeemed in part only, the Company shall execute and the Trustee
               shall authenticate and the office or agency where the Security is
               presented shall deliver to the holder thereof, at the expense of
               the Company, a new Security of the same series of authorized
               denominations in principal amount equal to the unredeemed portion
               of the Security so presented.

SECTION 3.04      Sinking Fund.

The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 3.05      Satisfaction of Sinking Fund Payments with Securities.

The Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that 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 the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 3.06      Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series

                                       12
<Page>

pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers' Certificate, deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 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 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01      Payment of Principal, Premium and Interest.

The Company will duly and punctually pay or cause to be paid the principal of
(and premium, if any) and interest on the Securities of that series at the time
and place and in the manner provided herein and established with respect to such
Securities.

SECTION 4.02      Maintenance of Office or Agency.

So long as any series of the Securities remain Outstanding, the Company agrees
to maintain an office or agency in the Borough of Manhattan, the City and State
of New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented or surrendered for payment, (ii)
Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the trustee, designate some other office or
agency for such purposes or any of them. 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, 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,
notices and demands.

SECTION 4.03      Paying Agents.

     (a)       If the Company shall appoint one or more paying agents for all or
               any series of the Securities, other than the Trustee, the Company
               will cause each such paying agent to execute and deliver to the
               Trustee an instrument in which such agent shall agree with the
               Trustee, subject to the provisions of this Section:

               (1)       that it will hold all sums held by it as such agent for
                         the payment of the principal of (and premium, if any)
                         or interest on the Securities of that series (whether
                         such sums have been paid to it by the Company or by any
                         other obligor of such Securities) in trust for the
                         benefit of the Persons entitled thereto;

               (2)       that it will give the Trustee notice of any failure by
                         the Company (or by any other obligor of such
                         Securities) to make any payment of the principal of
                         (and premium, if any) or interest on the Securities of
                         that series when the same shall be due and payable;

               (3)       that it will, at any time during the continuance of any
                         failure referred to in the preceding paragraph (a)(2)
                         above, upon the written request of the Trustee,
                         forthwith pay to the Trustee all sums so held in trust
                         by such paying agent; and

               (4)       that it will perform all other duties of paying agent
                         as set forth in this Indenture.

                                       13
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     (b)       If the Company shall act as its own paying agent with respect to
               any series of the Securities, it will on or before each due date
               of the principal of (and premium, if any) or interest on
               Securities of that series, set aside, segregate and hold in trust
               for the benefit of the Persons entitled thereto a sum sufficient
               with monies held by all other paying agents to pay such principal
               (and premium, if any) or interest so becoming due on Securities
               of that series until such sums shall be paid to such Persons or
               otherwise disposed of as herein provided and will promptly notify
               the Trustee of such action, or any failure (by it or any other
               obligor on such Securities) to take such action. 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
               (and premium, if any) or interest on any Securities of that
               series, deposit with the paying agent a sum sufficient to pay the
               principal (an premium, if any) or interest so becoming due, such
               sum to be held in trust for the benefit of the Persons entitled
               to such principal, premium or interest, and (unless such paying
               agent is the Trustee) the Company will promptly notify the
               Trustee of this action or failure so to act.

     (c)       Notwithstanding anything in this Section to the contrary, (i) the
               agreement to hold sums in trust as provided in this Section is
               subject to the provisions of Section 11.05, and (ii) the Company
               may at any time, for the purpose of obtaining the satisfaction
               and discharge of this Indenture or for any other purpose, pay, or
               direct any paying agent to pay, to the Trustee all sums held in
               trust by the Company or such paying agent, such sums to be held
               by the Trustee upon the same terms and conditions as those upon
               which such sums were held by the Company or such paying agent;
               and, upon such payment by any paying agent to the Trustee, such
               paying agent shall be released from all further liability with
               respect to such money.

SECTION 4.04      Appointment to Fill Vacancy in Office of Trustee.

The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 4.05      Compliance with Consolidation Provisions.

The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article X hereof are complied with.

                                    ARTICLE V

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

SECTION 5.01      Company to Furnish Trustee Names and Addresses of
                  Securityholders.

If the Company is not the Security Register, the Company will furnish or use
reasonable efforts to cause to be furnished to the Trustee (a) on each regular
record date (as defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that, in either case, no such
list need be furnished for any series for which the Trustee shall be the
Security Registrar.

SECTION 5.02      Preservation Of Information; Communications With
                  Securityholders.

     (a)       The Trustee shall preserve, in as current a form as is reasonably
               practicable, all information as to the names and addresses of the
               holders of Securities contained in the most recent list furnished
               to

                                       14
<Page>

               it as provided in Section 5.01 and as to the names and addresses
               of holders of Securities received by the Trustee in its capacity
               as Security Registrar (if acting in such capacity) and shall
               otherwise comply with Section 312(a) of the Trust Indenture Act.

     (b)       The Trustee may destroy any list furnished to it as provided in
               Section 5.01 upon receipt of a new list so furnished.

     (c)       Securityholders may communicate as provided in Section 312(b) of
               the Trust Indenture Act with other Securityholders with respect
               to their rights under this Indenture or under the Securities.

SECTION 5.03      Reports by the Company.

     (a)       The Company covenants and agrees to file with the Trustee, within
               15 days after the Company is required to file the same with the
               Commission, copies of the annual reports and of the information,
               documents and other reports (or copies of such portions of any of
               the foregoing as the Commission may from time to time by rules
               and regulations prescribe) that the Company may be required to
               file with the Commission pursuant to Section 13 or Section 15(d)
               of the Exchange Act; or, if the Company is not required to file
               information, documents or reports pursuant to either of such
               sections, then to file with the Trustee and the Commission, in
               accordance with the rules and regulations prescribed from time to
               time by the Commission, such of the supplementary and periodic
               information, documents and reports that may be required pursuant
               to Section 13 of the Exchange Act, in respect of a security
               listed and registered on a national securities exchange as may be
               prescribed from time to time in such rules and regulations;
               provided, however, the Company shall not be required to deliver
               to the Trustee any materials for which the Company has sought and
               received confidential treatment by the Commission. The Company
               also shall comply with the other provisions of Section 314(a) of
               the Trust Indenture Act.

     (b)       The Company covenants and agrees to file with the Trustee and the
               Commission, in accordance with the rules and regulations
               prescribed from to time by the Commission, such additional
               information, documents and reports with respect to compliance by
               the Company with the conditions and covenants provided for in
               this Indenture as may be required from time to time by such rules
               and regulations.

     (c)       The Company covenants and agrees to transmit by mail, first class
               postage prepaid, or reputable over-night delivery service that
               provides for evidence of receipt, to the Securityholders, as
               their names and addresses appear upon the Security Register,
               within 30 days after the filing thereof with the Trustee, such
               summaries of any information, documents and reports required to
               be filed by the Company pursuant to subsections (a) and (b) of
               this Section as may be required by rules and regulations
               prescribed from time to time by the Commission.

SECTION 5.04      Reports by the Trustee.

     (a)       The Trustee shall transmit to holders as provided in Section 313
               of the Trust Indenture Act such reports concerning the Trustee
               and its actions under this Indenture as may be required by
               Section 313 of the Trust Indenture Act at the times and in the
               manner provided by the Trust Indenture Act.

     (b)       A copy of each such report shall, at the time of such
               transmission to Securityholders, be filed by the Trustee with the
               Company, with each stock exchange upon which any Securities are
               listed (if so listed) and, if required by Section 313 of the
               Trust Indenture Act, also with the Commission. The Company agrees
               to notify the Trustee when any Securities become listed on any
               stock exchange.

                                   ARTICLE VI

                                       15
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                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 6.01      Events of Default.

     (a)       Whenever used herein with respect to Securities of a particular
               series, "Event of Default" means any one or more of the following
               events that has occurred and is continuing:

               (1)       the Company defaults in the payment of any installment
                         of interest upon any of the Securities of that series,
                         as and when the same shall become due and payable, and
                         continuance of such default for a period of 90 days;
                         provided, however, that a valid extension of an
                         interest payment period by the Company in accordance
                         with the terms of any indenture supplemental hereto
                         shall not constitute a default in the payment of
                         interest for this purpose;

               (2)       the Company defaults in the payment of the principal of
                         (or premium, if any, on) any of the Securities of that
                         series as and when the same shall become due and
                         payable whether at maturity, upon redemption, by
                         declaration or otherwise, or in any payment required by
                         any sinking or analogous fund established with respect
                         to that series; provided, however, that a valid
                         extension of the maturity of such Securities in
                         accordance with the terms of any indenture supplemental
                         hereto shall not constitute a default in the payment of
                         principal or premium, if any;

               (3)       the Company fails to observe or perform any other of
                         its covenants or agreements with respect to that series
                         contained in this Indenture or otherwise established
                         with respect to that series of Securities pursuant to
                         Section 2.01 hereof (other than a covenant or agreement
                         that has been expressly included in this Indenture
                         solely for the benefit of one or more series of
                         Securities other than such series) for a period of 90
                         days after the date on which written notice of such
                         failure, requiring the same to be remedied and stating
                         that such notice is a "Notice of Default" hereunder,
                         shall have been given to the Company by the Trustee, by
                         registered or certified mail, or to the Company and the
                         Trustee by the holders of not less than a majority in
                         principal amount of the Securities of that series at
                         the time Outstanding;

               (4)       the Company pursuant to or within the meaning of any
                         Bankruptcy Law (i) commences a voluntary case, (ii)
                         consents to the entry of an order for relief against it
                         in an involuntary case, (iii) consents to the
                         appointment of a Custodian of it or for all or
                         substantially all of its property or (iv) makes a
                         general assignment for the benefit of its creditors; or

               (5)       a court of competent jurisdiction enters an order under
                         any Bankruptcy Law that (i) is for relief against the
                         Company in an involuntary case, (ii) appoints a
                         Custodian of the Company for all or substantially all
                         of its property, or (iii) orders the liquidation of the
                         Company, and the order or decree remains unstayed and
                         in effect for 90 consecutive days.

     (b)       In each and every such case, unless the principal of all the
               Securities of that series shall have already become due and
               payable, either the Trustee or the holders of not less than a
               majority in aggregate principal amount of the Securities of that
               series then Outstanding hereunder, by notice in writing to the
               Company (and to the Trustee if given by such Securityholders),
               may declare the principal (or, if any Securities of that series
               are discount securities, that portion of the principal amount as
               may be specified in the terms of that series pursuant to Section
               2.01(a)(16)) of (and premium, if any, on) and accrued and unpaid
               interest, if any, on all the Securities of that series to be due
               and payable immediately, and upon any such declaration the same
               shall become and shall be immediately due and payable.
               Notwithstanding the foregoing, the payment of such principal (or,
               if any Securities of that series are discount securities, that
               portion of the principal amount as may be specified in the terms
               of that series pursuant to Section 2.01(a)(16)) of (and premium,
               if

                                       16
<Page>

               any, on) and accrued and unpaid interest, if any, on the
               Securities of such series shall remain subordinated to the extent
               provided in Article XIV.

     (c)       At any time after the principal of the Securities of that series
               shall have been so declared due and payable, and before a
               judgment or decree for the payment of the moneys due shall have
               been obtained or entered as hereinafter provided, the holders of
               a majority in aggregate principal amount of the Securities of
               that series then Outstanding hereunder (or, by action at a
               meeting of holders of the Securities of such series in accordance
               with Section 8.09, the holders of a majority in aggregate
               principal amount of the Securities of such series then
               Outstanding represented at such meeting), by written notice to
               the Company and the Trustee, may rescind and annul such
               declaration and its consequences if: (i) the Company has paid or
               deposited with the Trustee a sum sufficient to pay all matured
               installments of interest upon all the Securities of that series
               and the principal of (and premium, if any, on) any and all
               Securities of that series that shall have become due otherwise
               than by acceleration and (ii) any and all Events of Default under
               this Indenture with respect to such series, other than the
               nonpayment of principal of (and premium, if any, on) and accrued
               and unpaid interest, if any, on Securities of that series that
               shall have become due solely because of such acceleration, shall
               have been remedied, cured or waived as provided in Section 6.06.

No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.

     (d)       In case the Trustee shall have proceeded to enforce any right
               with respect to Securities of that series under this Indenture
               and such proceedings shall have been discontinued or abandoned
               because of such rescission or annulment or for any other reason
               or shall have been determined adversely to the Trustee, then and
               in every such case, subject to any determination in such
               proceedings, the Company, and the Trustee shall be restored
               respectively to their former positions and rights hereunder, and
               all rights, remedies and powers of the Company and the Trustee
               shall continue as though no such proceedings had been taken.

SECTION 6.02      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

     (a)       The Company covenants that (1) in case it shall default in the
               payment of any installment of interest on any of the Securities
               of a series, or any payment required by any sinking or analogous
               fund established with respect to that series as and when the same
               shall have become due and payable, and such default shall have
               continued for a period of 90 Business Days, or (2) in case it
               shall default in the payment of the principal of (or premium, if
               any, on) any of the Securities of a series when the same shall
               have become due and payable, whether upon maturity of the
               Securities of a series or upon redemption or upon declaration or
               otherwise, then, upon demand of the Trustee, the Company will pay
               to the Trustee, for the benefit of the holders of the Securities
               of that series, the whole amount that then shall have been become
               due and payable on all such Securities for principal (and
               premium, if any) or interest, or both, as the case may be, with
               interest upon the overdue principal (and premium, if any) and (to
               the extent that payment of such interest is enforceable under
               applicable law) upon overdue installments of interest at the rate
               per annum expressed in the Securities of that series; and, in
               addition thereto, such further amount as shall be sufficient to
               cover the costs and expenses of collection, and the amount
               payable to the Trustee under Section 7.06.

     (b)       If the Company shall fail to pay such amounts forthwith upon such
               demand, the Trustee, in its own name and as trustee of an express
               trust, shall be entitled and empowered to institute any action or
               proceedings at law or in equity for the collection of the sums so
               due and unpaid, and may prosecute any such action or proceeding
               to judgment or final decree, and may enforce any such judgment or
               final decree against the Company or other obligor upon the
               Securities of that series and collect the moneys adjudged or
               decreed to be payable in the manner provided by law out of the
               property of the Company or other obligor upon the Securities of
               that series, wherever situated.

                                       17
<Page>

     (c)       In case of any receivership, insolvency, liquidation, bankruptcy,
               reorganization, readjustment, arrangement, composition or
               judicial proceedings affected the Company, or its creditors or
               property, the Trustee shall have power to intervene in such
               proceedings and take any action therein that may be permitted by
               the court and shall (except as may be otherwise provided by law)
               be entitled to file such proofs of claim and other papers and
               documents as may be necessary or advisable in order to have the
               claims of the Trustee and of the holders of Securities of such
               series allowed for the entire amount due and payable by the
               Company under this Indenture at the date of institution of such
               proceedings and for any additional amount that may become due and
               payable by the Company after such date, and to collect and
               receive any moneys or other property payable or deliverable on
               any such claim, and to distribute the same after the deduction of
               the amount payable to the Trustee under Section 7.06; and any
               receiver, assignee or trustee in bankruptcy or reorganization is
               hereby authorized by each of the holders of Securities of such
               series to make such payments to the Trustee, and, in the event
               that the Trustee shall consent to the making of such payments
               directly to such Securityholders, to pay to the Trustee any
               amount due it under Section 7.06.

     (d)       All rights of action and of asserting claims under this
               Indenture, or under any of the terms established with respect to
               Securities of that series, may be enforced by the Trustee without
               the possession of any of such Securities, or the production
               thereof at any trial or other proceeding relative thereto, and
               any such suit or 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 payment to the
               Trustee of any amounts due under Section 7.06, be for the ratable
               benefit of the holders of the Securities of such series.

In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

Nothing contained herein shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 6.03      Application of Moneys Collected.

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

FIRST: To the payment of costs and expenses of collection and of all amounts
payable to the Trustee under Section 7.06;

SECOND: To the payment of all Senior Indebtedness of the Company if and to the
extent required by Article XIV; and

THIRD: To the payment of the amounts then due and unpaid upon Securities of such
series for principal (and premium, if any) and interest, 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 premium, if any) and interest, respectively.

SECTION 6.04      Limitation on Suits.

                                       18
<Page>

No holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than a majority in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
and (iv) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series (or such amount as shall have
acted at a meeting of the holders of Securities of such series pursuant to the
provisions of this Indenture) do not give the Trustee a direction inconsistent
with the request; provided, however, that no one or more of such holders may use
this Indenture to prejudice the rights of another holder or to obtain preference
or priority over another holder.

Notwithstanding anything contained herein to the contrary, any other provisions
of this Indenture, the right of any holder of any Security to receive payment of
the principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or in
the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security of such series with every
other such taker and holder and the Trustee, that no one or more holders of
Securities of such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

SECTION 6.05      Rights and Remedies Cumulative; Delay or Omission Not Waiver.

     (a)       Except as otherwise provided in Section 2.07, all powers and
               remedies given by this Article to the Trustee or to the
               Securityholders shall, to the extent permitted by law, be deemed
               cumulative and not exclusive of any other powers and remedies
               available to the Trustee or the holders of the Securities, by
               judicial proceedings or otherwise, to enforce the performance or
               observance of the covenants and agreements contained in this
               Indenture or otherwise established with respect to such
               Securities.

     (b)       No delay or omission of the Trustee or of any holder of any of
               the Securities to exercise any right or power accruing upon any
               Event of Default occurring and continuing as aforesaid shall
               impair any such right or power, or shall be construed to be a
               waiver of any such default or on acquiescence therein; and,
               subject to the provisions of Section 6.04, every power and remedy
               given by this Article or by law to the Trustee or the
               Securityholders may be exercised from time to time, and as often
               as shall be deemed expedient, by the Trustee or by the
               Securityholders.

SECTION 6.06      Control by Securityholders.

The holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
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 such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of holders of Securities of any
other series at the time Outstanding determined in accordance with Section 8.01.
Subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.

                                       19
<Page>

The holders either (a) through the written consent of not less than a majority
in aggregate principal amount of the Securities of any series at the time
Outstanding or (b) by action at a meeting of holders of the Securities of such
series in accordance with Section 8.09, by the holders of a majority in
aggregate principal amount of the Securities of such series then Outstanding
represented at such meeting, may on behalf of the holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section
6.01(c)) and except in respect a provision hereof which, under Section 9.02,
cannot be modified or amended without the consent of the holders of each
Outstanding Security affected; provided however that this Section shall not
limit the right of holders of Securities of a series to rescind and annul any
acceleration as set forth in Section 6.01. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon. The provisions which otherwise would be
automatically deemed to be contained in this Indenture pursuant to Section
316(a)(1) of the Trust Indenture Act are hereby expressly excluded from this
Indenture, except to the extent such provisions are expressly included herein.

SECTION 6.07      Undertaking to Pay Costs.

All parties to this Indenture agree, and each holder of any Securities by such
holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION 7.01      Certain Duties and Responsibilities of Trustee.

     (a)       The Trustee, prior to the occurrence of an Event of Default with
               respect to the Securities of a series and after the curing of all
               Events of Default with respect to the Securities of that series
               that may have occurred, shall undertake to perform with respect
               to the Securities of such series such duties and only such duties
               as are specifically set forth in this Indenture, and no implied
               covenants shall be read into this Indenture against the Trustee.
               In case an Event of Default with respect to the Securities of a
               series has occurred (that has not been cured or waived), the
               Trustee shall exercise with respect to Securities of that series
               such of the rights and powers vested in it by this Indenture, and
               use the same degree of care and skill in their exercise, as a
               prudent man would exercise or use under the circumstances in the
               conduct of his own affairs.

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

               (1)       prior to the occurrence of an Event of Default with
                         respect to the Securities of a series and after the
                         curing or waiving of all such Events of Default with
                         respect to that series that may have occurred:

                                       20
<Page>

                         (i)     the duties and obligations of the Trustee shall
                                 with respect to the Securities of such series
                                 be determined solely by the express provisions
                                 of this Indenture, and the Trustee shall not be
                                 liable with respect to the Securities of such
                                 series except for the performance of such
                                 duties and obligations as are specifically set
                                 forth in this Indenture, and no implied
                                 covenants or obligations shall be read into
                                 this Indenture against the Trustee; and

                         (ii)    in the absence of bad faith on the part of the
                                 Trustee, the Trustee may with respect to the
                                 Securities of such series conclusively rely, as
                                 to the truth of the statements and the
                                 correctness of the opinions expressed therein,
                                 upon any certificates or opinions furnished to
                                 the Trustee and conforming to the requirements
                                 of this Indenture; but in the case of any such
                                 certificates or opinions that by any provision
                                 hereof are specifically required to be
                                 furnished to the Trustee, the Trustee shall be
                                 under a duty to examine the same to determine
                                 whether or not they conform to the requirement
                                 of this Indenture;

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

               (3)       the Trustee shall not be liable with respect to any
                         action taken or omitted to be taken by it in good faith
                         in accordance with the direction of the holders of not
                         less than a majority in principal amount of the
                         Securities of any series at the time Outstanding
                         relating to the time, method and place of conducting
                         any proceeding for any remedy available to the Trustee,
                         or exercising any trust or power conferred upon the
                         Trustee under this Indenture with respect to the
                         Securities of that series; and

               (4)       None of the provisions contained in this Indenture
                         shall require the Trustee to expend or risk its own
                         funds or otherwise incur personal financial liability
                         in the performance of any of its duties or in the
                         exercise of any of its rights or powers, if there is
                         reasonable ground for believing that the repayment of
                         such funds or liability is not reasonably assured to it
                         under the terms of this Indenture or adequate indemnity
                         against such risk is not reasonably assured to it.

SECTION 7.02      Certain Rights of Trustee.

Except as otherwise provided in Section 7.01:

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

     (b)       Any request, direction, order or demand of the Company mentioned
               herein shall be sufficiently evidenced by a Board Resolution or
               an instrument signed in the name of the Company, by the President
               or any Vice President and by the Secretary or an Assistant
               Secretary or the Treasurer or an Assistant Treasurer thereof
               (unless other evidence in respect thereof is specifically
               prescribed herein);

     (c)       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 or
               suffered or omitted hereunder in good faith and in reliance
               thereon;

     (d)       The Trustee shall be under no obligation to exercise any of the
               rights or powers vested in it by this Indenture at the request,
               order or direction of any of the Securityholders, pursuant to the

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               provisions of this Indenture, unless such Securityholders shall
               have offered to the Trustee reasonable security or indemnity
               against the costs, expenses and liabilities that may be incurred
               therein or thereby; nothing contained herein shall, however,
               relieve the Trustee of the obligation, upon the occurrence of an
               Event of Default with respect to a series of the Securities (that
               has not been cured or waived) to exercise with respect to
               Securities of that series such of the rights and powers vested in
               it by this Indenture, and to use the same degree of care and
               skill in their exercise, as a prudent man would exercise or use
               under the circumstances in the conduct of his own affairs;

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

     (f)       The Trustee shall not be bound to make any investigation into the
               facts or matters stated in any resolution, certificate,
               statement, instrument, opinion, report, notice, request, consent,
               order, approval, bond, security, or other papers or documents,
               unless requested in writing so to do by the holders of not less
               than a majority in principal amount of the Outstanding Securities
               of the particular series affected thereby (determined as provided
               in Section 8.04); provided, however, that if the payment within a
               reasonable time to the Trustee of the costs, expenses or
               liabilities likely to be incurred by it in the making of such
               investigation is, in the opinion of the Trustee, not reasonably
               assured to the Trustee by the security afforded to it by the
               terms of this Indenture, the Trustee may require reasonable
               indemnity against such costs, expenses or liabilities as a
               condition to so proceeding. The reasonable expense of every such
               examination shall be paid by the Company or, if paid by the
               Trustee, shall be repaid by the Company upon demand; and

     (g)       The Trustee may execute any of the trusts or powers hereunder or
               perform any duties hereunder either directly or by or through
               agents or attorneys and the Trustee shall not be responsible for
               any misconduct or negligence on the part of any agent or attorney
               appointed with due care by it hereunder.

SECTION 7.03      Trustee Not Responsible for Recitals or Issuance of
                  Securities.

     (a)       The recitals contained herein and in the Securities shall be
               taken as the statements of the Company, and the Trustee assumes
               no responsibility for the correctness of the same.

     (b)       The Trustee makes no representations as to the validity or
               sufficiency of this Indenture or of the Securities.

     (c)       The Trustee shall not be accountable for the use or application
               by the Company of any of the Securities or of the proceeds of
               such Securities, or for the use or application of any moneys paid
               over by the Trustee in accordance with any provision of this
               Indenture or established pursuant to Section 2.01, or for the use
               or application of any moneys received by any paying agent other
               than the Trustee.

SECTION 7.04      May Hold Securities.

The Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.

SECTION 7.05      Moneys Held in Trust.

Subject to the provisions of Section 11.05, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but 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 moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

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SECTION 7.06      Compensation and Reimbursement.

     (a)       The Company covenants and agrees to pay to the Trustee, and the
               Trustee shall be entitled to, such reasonable compensation (which
               shall not be limited by any provision of law in regard to the
               compensation of a trustee of an express trust), as the Company,
               and the Trustee may from time to time agree in writing, for all
               services rendered by it in the execution of the trusts hereby
               created and in the exercise and performance of any of the powers
               and duties hereunder of the Trustee, and, except as otherwise
               expressly provided herein, the Company will pay or reimburse the
               Trustee upon its request for all reasonable expenses,
               disbursements and advances incurred or made by the Trustee in
               accordance with any of the provisions of this Indenture
               (including the reasonable compensation and the expenses and
               disbursements of its counsel and of all Persons not regularly in
               its employ) except any such expense, disbursement or advance as
               may arise from its negligence or bad faith. The Company also
               covenants to indemnify the Trustee (and its officers, agents,
               directors and employees) for, and to hold it harmless against,
               any loss, liability or expense incurred without negligence or bad
               faith on the part of the Trustee and arising out of or in
               connection with the acceptance or administration of this trust,
               including the costs and expenses of defending itself against any
               claim of liability in the premises.

     (b)       The obligations of the Company under this Section to compensate
               and indemnify the Trustee and to pay or reimburse the Trustee for
               expenses, disbursements and advances shall constitute additional
               indebtedness hereunder. Such additional indebtedness shall be
               secured by a lien prior to that of the Securities upon all
               property and funds held or collected by the Trustee as such,
               except funds held in trust for the benefit of the holders of
               particular Securities.

SECTION 7.07      Reliance on Officers' Certificate.

Except as otherwise provided in Section 7.01, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering or
omitting to take any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

SECTION 7.08      Disqualification; Conflicting Interests.

If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 7.09      Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50
million U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Company may not, nor
may any Person directly or indirectly controlling, controlled by, or under
common control with the Company, serve as Trustee. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

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SECTION 7.10      Resignation and Removal; Appointment of Successor.

     (a)       The Trustee or any successor hereafter appointed, may at any time
               resign with respect to the Securities of one or more series by
               giving written notice thereof to the Company and by transmitting
               notice of resignation by mail, first class postage prepaid, to
               the Securityholders of such series, as their names and addresses
               appear upon the Security Register. Upon receiving such notice of
               resignation, the Company shall promptly appoint a successor
               trustee with respect to Securities of such series by written
               instrument, in duplicate, executed by order of the Board of
               Directors, one copy of which instrument shall be delivered to the
               resigning Trustee and one copy to the successor trustee. If no
               successor trustee shall have been so appointed and have accepted
               appointment within 30 days after the mailing 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 Securities of such series, or any Securityholder
               of that series who has been a bona fide holder of a Security or
               Securities for at least six months may on behalf of himself and
               all others similarly situated, petition any such court for the
               appointment of a successor trustee. Such court may thereupon
               after such notice, if any, as it may deem proper and prescribe,
               appoint a successor trustee.

     (b)       In case at any time any one of the following shall occur:

               (1)       the Trustee shall fail to comply with the provisions of
                         Section 7.08 after written request therefor by the
                         Company or by any Securityholder who has been a bona
                         fide holder of a Security or Securities for at least
                         six months; or

               (2)       the Trustee shall cease to be eligible in accordance
                         with the provisions of Section 7.09 and shall fail to
                         resign after written request therefor by the Company or
                         by any such Securityholder; or

               (3)       the Trustee shall become incapable of acting, or shall
                         be adjudged a bankrupt or insolvent, or commence a
                         voluntary bankruptcy proceeding, or a receiver of the
                         Trustee or of its property shall be appointed or
                         consented to, 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, the Company may
                         remove the Trustee with respect to all Securities and
                         appoint a successor trustee by written instrument, in
                         duplicate, executed by order of the Board of Directors,
                         one copy of which instrument shall be delivered to the
                         Trustee so removed and one copy to the successor
                         trustee, or, unless the Trustee's duty to resign is
                         stayed as provided herein, any Securityholder who has
                         been a bona fide holder of a Security or Securities for
                         at least six months may, on behalf of that holder and
                         all others similarly situated, petition any court of
                         competent jurisdiction for the removal of the Trustee
                         and the appointment of a successor trustee. Such court
                         may thereupon after such notice, if any, as it may deem
                         proper and prescribe, remove the Trustee and appoint a
                         successor trustee.

     (c)       The holders of a majority in aggregate principal amount of the
               Securities of any series at the time Outstanding may at any time
               remove the Trustee with respect to such series by so notifying
               the Trustee and the Company and may appoint a successor Trustee
               for such series with the consent of the Company.

     (d)       Any resignation or removal of the Trustee and appointment of a
               successor trustee with respect to the Securities of a series
               pursuant to any of the provisions of this Section shall become
               effective upon acceptance of appointment by the successor trustee
               as provided in Section 7.11.

     (e)       Any successor trustee appointed pursuant to this Section may be
               appointed with respect to the Securities of one or more series or
               all of such series, and at any time there shall be only one
               Trustee with respect to the Securities of any particular series.

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SECTION 7.11      Acceptance of Appointment By Successor.

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

     (b)       In case of the appointment hereunder of a successor trustee with
               respect to the Securities of one or more (but not all) series,
               the Company, the retiring Trustee and each successor trustee with
               respect to the Securities of one or more series shall execute and
               deliver an indenture supplemental hereto wherein each successor
               trustee shall accept such appointment and which (1) shall contain
               such provisions as shall be necessary or desirable to transfer
               and confirm to, and to vest in, each successor trustee all the
               rights, powers, trusts and duties of the retiring Trustee with
               respect to the Securities of that or those series to which the
               appointment of such successor trustee relates, (2) 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, 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 that no Trustee shall
               be responsible for any act or failure to act on the part of any
               other Trustee hereunder; 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, such retiring Trustee shall with respect to the
               Securities of that or those series to which the appointment of
               such successor trustee relates have no further responsibility for
               the exercise of rights and powers or for the performance of the
               duties and obligations vested in the Trustee under this
               Indenture, and each such successor trustee, without any further
               act, deed or conveyance, shall become vested with all the rights,
               powers, trusts and duties of the retiring Trustee with respect to
               the Securities of that or those series to which the appointment
               of such successor trustee relates; but, on request of the Company
               or any successor trustee, such retiring Trustee shall duly
               assign, transfer and deliver to such successor trustee, to the
               extent contemplated by such supplemental indenture, the 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.

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

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

     (e)       Upon acceptance of appointment by a successor trustee as provided
               in this Section, the Company shall transmit notice of the
               succession of such trustee hereunder by mail, first class postage
               prepaid, to the Securityholders, as their names and addresses
               appear upon the Security Register. If the Company fails to
               transmit such notice within ten days after acceptance of
               appointment by the successor trustee, the successor trustee shall
               cause such notice to be transmitted at the expense of the
               Company.

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SECTION 7.12      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 the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. 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 7.13      Preferential Collection of Claims Against the Company.

The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01      Evidence of Action by Securityholders.

Whenever in this Indenture it is provided that the holders of a majority or
specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such
majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

If the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

SECTION 8.02      Proof of Execution by Securityholders.

Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

     (a)       The fact and date of the execution by any such Person of any
               instrument may be proved in any reasonable manner acceptable to
               the Trustee.

                                       26
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     (b)       The ownership of Securities shall be proved by the Security
               Register of such Securities or by a certificate of the Security
               Registrar thereof.

     (c)       The Trustee may require such additional proof of any matter
               referred to in this Section as it shall deem necessary.

SECTION 8.03      Who May be Deemed Owners.

Prior to the due presentment for registration of transfer of any Security, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books
of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

SECTION 8.04      Certain Securities Owned by Company Disregarded.

In determining whether the holders of the requisite aggregate principal amount
of Securities of a particular series have concurred in any direction, consent of
waiver under this Indenture, the Securities of that series that are owned by the
Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with
the Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall be
so disregarded. The Securities so owned that have been pledged in good faith may
be regarded as Outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

SECTION 8.05      Actions Binding on Future Securityholders.

At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder of
a Security of that series that is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

SECTION 8.06      Purposes for Which Meetings May Be Called.

A meeting of holders of any series of Securities may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by holders of such series
of Securities.

Notwithstanding anything contained in this Article VIII, the Trustee may, during
the pendency of a Default or an Event of Default, call a meeting of holders of
any series of Securities in accordance with its standard practices.

                                       27
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SECTION 8.07      Call Notice and Place of Meetings.

     (a)       The Trustee may at any time call a meeting of holders of any
               series of Securities for any purpose specified in Section 8.06
               hereof, to be held at such time and at such place in The City of
               New York or Boston, Massachusetts. Notice of every meeting of
               holders of any series of Securities, setting forth the time and
               the place of such meeting, in general terms the action proposed
               to be taken at such meeting and the percentage of the principal
               amount of the Outstanding Securities of such series which shall
               constitute a quorum at such meeting, shall be given, in the
               manner provided in Section 13.04 hereof, not less than 21 nor
               more than 180 days prior to the date fixed for the meeting to
               holders of Outstanding Securities of such series.

     (b)       In case at any time the Company, pursuant to a Board Resolution,
               or the holders of at least 10% in principal amount of the
               Outstanding Securities of any series shall have requested the
               Trustee to call a meeting of the holders of Securities of such
               series for any purpose specified in Section 8.06 hereof, by
               written request setting forth in reasonable detail the action
               proposed to be taken at the meeting, and the Trustee shall not
               have made the first publication of the notice of such meeting
               within 21 days after receipt of such request or shall not
               thereafter proceed to cause the meeting to be held as provided
               herein, then the Company or the holders of Securities of such
               series in the amount specified, as the case may be, may determine
               the time and the place in The City of New York or Boston,
               Massachusetts for such meeting and may call such meeting for such
               purposes by giving notice thereof as provided in paragraph (a) of
               this Section.

SECTION 8.08      Persons Entitled To Vote at Meetings.

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

SECTION 8.09      Quorum; Action.

The Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of a given series shall constitute a quorum with respect
to a meeting of holders of Outstanding Securities of such series. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 8.07(a) hereof, except
that such notice need be given only once and not less than five days prior to
the date on which the meeting is scheduled to be reconvened.

At a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters (except as limited by the
proviso to the first paragraph of Section 9.02 hereof) shall be effectively
passed and decided if passed or decided by the Persons entitled to vote not less
than a majority in aggregate principal amount of Outstanding Securities of a
series represented and voting at such meeting with respect to a meeting of
holders of Outstanding Securities of such series.

Any resolution passed or decisions taken at any meeting of holders of Securities
duly held in accordance with this Section shall be binding on all the holders of
Securities of such series, whether or not present or represented at the meeting.

SECTION 8.10      Determination of Voting Rights; Conduct and Adjournment of
                  Meetings.

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     (a)       Notwithstanding any other provisions of this Indenture, the
               Trustee may make such reasonable regulations as it may deem
               advisable for any meeting of holders of Securities in regard to
               proof of the holding of Securities and of the appointment of
               proxies and in regard to the appointment and duties of inspectors
               of votes, the submission and examination of proxies, certificates
               and other evidence of the right to vote, and such other matters
               concerning the conduct of the meeting as it shall deem
               appropriate.

     (b)       The Trustee shall, by an instrument in writing, appoint a
               temporary chairman (which may be the Trustee) of the meeting,
               unless the meeting shall have been called by the Company or by
               holders of Securities of a given series as provided in Section
               8.07(b) hereof, in which case the Company or the holders of
               Securities of such series calling the meeting, as the case may
               be, shall in like manner appoint a temporary chairman. A
               permanent chairman and a permanent secretary of the meeting shall
               be elected by vote of the Persons entitled to vote a majority in
               principal amount of the Outstanding Securities of such series
               represented at the meeting.

     (c)       At any meeting, each holder of a Security of the series in
               respect of which such meeting is being held or proxy shall be
               entitled to one vote for each $1,000 principal amount of
               Securities of such series held or represented by him; provided,
               however, that no vote shall be cast or counted at any meeting in
               respect of any Security of such series challenged as not
               Outstanding and ruled by the chairman of the meeting to be not
               Outstanding. The chairman of the meeting shall have no right to
               vote, except as a holder of a Security of such series or proxy.

     (d)       Any meeting of holders of Securities duly called pursuant to
               Section 8.07 hereof at which a quorum is present may be adjourned
               from time to time by Persons entitled to vote a majority in
               principal amount of the Outstanding Securities of the series in
               respect of which such meeting is being held represented at the
               meeting, and the meeting may be held as so adjourned without
               further notice.

SECTION 8.11      Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of holders of Securities
of a given series shall be by written ballots on which shall be subscribed the
signatures of the holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of holders of Securities of such series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 8.07 hereof and, if applicable, Section
8.09 hereof. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01      Supplemental Indentures Without the Consent of
                  Securityholders.

In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

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     (a)       cure any ambiguity, correct or supplement any provision herein
               which may be inconsistent with any other provision herein or
               which is otherwise defective, or make any other provisions with
               respect to matters or questions arising under this Indenture
               which the Company and the Trustee may deem necessary or desirable
               and which shall not be inconsistent with the provisions of this
               Indenture;

     (b)       to comply with Article X;

     (c)       to provide for uncertificated Securities in addition to or in
               place of certificated Securities;

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

     (e)       to add to, delete from, or revise the conditions, limitations,
               and restrictions on the authorized amount, terms, or purposes of
               issue, authentication, and delivery of Securities, as herein set
               forth;

     (f)       to make any change that does not adversely affect the rights of
               any Securityholder in any material respect;

     (g)       to provide for the issuance of and establish the form and terms
               and conditions of the Securities of any series as provided in
               Section 2.01, to establish the form of any certifications
               required to be furnished pursuant to the terms of this Indenture
               or any series of Securities, or to add to the rights of the
               holders of any series of Securities; or

     (h)       comply with the requirements of the Commission in order to effect
               or maintain the qualification of this Indenture under the Trust
               Indenture Act.

The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

SECTION 9.02      Supplemental Indentures With Consent of Securityholders.

With the written consent of the holders of at least a majority in aggregate
principal amount of the Outstanding Securities of any series or by action at a
meeting of holders of the Securities of such series in accordance with Section
8.09, by the holders of a majority in aggregate principal amount of the
Securities of such series then Outstanding represented at such meeting, the
Company, when authorized by Board Resolutions, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as then in
effect) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture, or any consent or waiver, (iii) reduce the
principal amount of discount securities payable upon acceleration of the
maturity of any Securities of any series or

                                       30
<Page>

(iv) make the principal of or premium or interest on any Security of a series
payable in currency or currency units other than that stated in the Securities
of such series.

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

SECTION 9.03      Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture pursuant to the provisions of
this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

SECTION 9.04      Securities Affected by Supplemental Indentures.

Securities of any series affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a notation in form
approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of that series so modified as to conform, in the opinion of the Board of
Directors of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding.

SECTION 9.05      Execution of Supplemental Indentures.

Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Trustee shall transmit
by mail, first class postage prepaid, a notice, setting forth in general terms
the substance of such supplemental indenture, to the Securityholders of all
series affected thereby as their names and addresses appear upon the Security
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

                                    ARTICLE X

                                SUCCESSOR ENTITY

SECTION 10.01     Company May Consolidate, Etc.

Nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or

                                       31
<Page>

mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (premium, if
any) and interest on all of the Securities of all series in accordance with the
terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of the
Trust Indenture Act, as then in effect) satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.

SECTION 10.02     Successor Entity Substituted.

     (a)       In case of any such consolidation, merger, sale, conveyance,
               transfer or other disposition and upon the assumption by the
               successor entity by supplemental indenture, executed and
               delivered to the Trustee and satisfactory in form to the Trustee,
               of the due and punctual payment of the principal of, premium, if
               any, and interest on all of the Securities of all series
               Outstanding and the due and punctual performance of all of the
               covenants and conditions of this Indenture or established with
               respect to each series of the Securities pursuant to Section 2.01
               to be performed by the Company with respect to each series, such
               successor entity shall succeed to and be substituted for the
               Company with the same effect as if it had been named as the
               Company herein, and thereupon the predecessor corporation shall
               be relieved of all obligations and covenants under this Indenture
               and the Securities.

     (b)       In case of any such consolidation, merger, sale, conveyance,
               transfer or other disposition such changes in phraseology and
               form (but not in substance) may be made in the Securities
               thereafter to be issued as may be appropriate.

     (c)       Nothing contained in this Article shall require any action by the
               Company in the case of a consolidation or merger of any Person
               into the Company where the Company is the survivor of such
               transaction, or the acquisition by the Company, by purchase or
               otherwise, of all or any part of the property of any other Person
               (whether or not affiliated with the Company).

SECTION 10.03     Evidence of Consolidation, Etc. to Trustee.

The Trustee, subject to the provisions of Section 7.01, may receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01     Satisfaction and Discharge of Indenture.

If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under

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<Page>

arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit or cause to be deposited with the Trustee as trust
funds the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient (assuming that no tax liability will be imposed
on the Trustee) in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder with respect to such series
by the Company then this Indenture shall thereupon cease to be of further effect
with respect to such series except for the provisions of Sections 2.03, 2.05,
2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity
or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.

SECTION 11.02     Discharge of Obligations.

If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid.
Thereafter, Sections 7.06 and 11.05 shall survive.

SECTION 11.03     Deposited Moneys to be Held in Trust.

Subject to Section 11.05, all moneys or Governmental Obligations deposited with
the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall
be available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

SECTION 11.04     Payment of Moneys Held by Paying Agents.

In connection with the satisfaction and discharge of this Indenture all moneys
or Governmental Obligations then held by any paying agent under the provisions
of this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

SECTION 11.05     Repayment to Company.

Any moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for two years
after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, shall be repaid
to the Company or (if then held by the Company) shall be discharged from such
trust in each case, promptly after the end of any such two-year period or, at
the request of the Company, on a later date specified by the Company; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

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                                   ARTICLE XII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01     No Recourse.

No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.01     Effect on Successors and Assigns.

All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

SECTION 13.02     Actions by Successor.

Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the corresponding
board, committee or officer of any corporation that shall at the time be the
lawful successor of the Company.

SECTION 13.03     Surrender of Company Powers.

The Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

SECTION 13.04     Notices.

Except as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company may be given or
served by being deposited first class postage prepaid in a post-office letterbox
addressed (until another address is filed in writing by the Company with the
Trustee), as follows: [ ]. Any notice, election, request or demand by the
Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee. Any notice or communication to a
holder shall be mailed by first-class mail to his address shown on the Security
Register kept by the Security Registrar. Failure to mail a notice or
communication to a holder or any defect in such notice or

                                       34
<Page>

communication shall not affect its sufficiency with respect to other holders. If
a notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given as of the date it is mailed, whether or
not the addressee receives it, except that notice to the Trustee or the Company
shall only be effective upon receipt thereof by the Trustee or the Company,
respectively. If the Company mails a notice or communication to holders of
Securities, it shall mail a copy to the Trustee at the same time.

SECTION 13.05     Governing Law.

This Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.

SECTION 13.06     Treatment of Securities as Debt.

It is intended that the Securities will be treated as indebtedness and not as
equity for federal income tax purposes. The provisions of this Indenture shall
be interpreted to further this intention.

SECTION 13.07     Compliance Certificates and Opinions.

     (a)       Upon any application or demand by the Company to the Trustee to
               take any action under any of the provisions of this Indenture,
               the Company, shall furnish to the Trustee an Officers'
               Certificate stating that all conditions precedent provided for in
               this Indenture relating to the proposed action have been complied
               with and an Opinion of Counsel stating that in the opinion of
               such counsel all such conditions precedent have been complied
               with, except that in the case of any such application or demand
               as to which the furnishing of such documents is specifically
               required by any provision of this Indenture relating to such
               particular application or demand, no additional certificate or
               opinion need be furnished.

     (b)       Each certificate or opinion provided for in this Indenture and
               delivered to the Trustee with respect to compliance with a
               condition or covenant in this Indenture shall include (1) a
               statement that the Person making such certificate or opinion has
               read such covenant or condition; (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 such
               Person, he has made such examination or investigation as is
               necessary to enable him to express an informed opinion as to
               whether or not such covenant or condition has been complied with;
               and (4) a statement as to whether or not, in the opinion of such
               Person, such condition or covenant has been complied with.

SECTION 13.08     Payments on Business Days.

Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and
as set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

SECTION 13.09     Conflict with Trust Indenture Act.

If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

SECTION 13.10     Counterparts.

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

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SECTION 13.11     Separability.

In case any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

SECTION 13.12     Assignment.

The Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned Subsidiary
of the Company, provided that, in the event of any such assignment, the Company,
will remain liable for all such obligations. Subject to the foregoing, this
Indenture is binding upon and inures to the benefit of the parties thereto and
their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.

                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.01     Subordination Terms.

The payment by the Company of the principal of, premium, if any, and interest on
any series of Securities issued hereunder shall be subordinated to the extent
set forth in an indenture supplemental hereto relating to the Securities of such
series.

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

                              VERTEX PHARMACUETICALS INCORPORATED


                              By:
                                 -------------------------------
                                  Name:
                                  Title:


                              [             ],
                              as Trustee


                              By:
                                 --------------------------------
                                  Name:
                                  Title:

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