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                                                                     Exhibit 4.2

     ======================================================================






                            HSBC FINANCE CORPORATION



                                       AND



                            BNY MIDWEST TRUST COMPANY
                                   AS TRUSTEE.


                                   -----------







                                    INDENTURE



                        DATED AS OF ______________, 20__


                                   -----------



          PROVIDING FOR ISSUANCE OF SENIOR SUBORDINATED NOTES IN SERIES
     ======================================================================


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                            HSBC FINANCE CORPORATION

                    INDENTURE DATED AS OF _____________, 20__
                             ----------------------

                               TABLE OF CONTENTS*
                           --------------------------

                                                                            PAGE
   PARTIES
   RECITALS:
         General Form of Face of Note.................................         9
         General Form of Reverse of Note..............................        11
         Form of Trustee's Certificate of Authentication for
            Notes.....................................................        14
         General Form of "Option to Elect Repayment", if
            applicable................................................        14


                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   SECTION 1.01  Definitions
                 Act...................................................       15
                 Affiliate; Control....................................       15
                 Authorized Newspaper..................................       16
                 Board of Directors....................................       16
                 Board Resolution......................................       16
                 Business Day..........................................       16
                 Commission; SEC.......................................       16
                 Company...............................................       16
                 Company Request; Company Order; Company...............       16
                 Consent...............................................
                 Depository............................................       16
                 Depository Note.......................................       16
                 Dollar................................................       17
                 ECU...................................................       17
                 Event of Default......................................       17
                 Foreign Currency......................................       17
                 Holder................................................       17
                 Indenture.............................................       17
                 Independent...........................................       17
                 Interest..............................................       17
                 Interest Payment Date.................................       17
                 Junior Subordinated Indebtedness......................       17
                 Maturity..............................................       17
                 Notes.................................................       17


                                                                               2

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                 Note Register; Note Registrar.........................       17
                 Officer's Certificate.................................       18
                 Opinion of Counsel....................................       18
                 Original Issue Discount Note..........................       18
                 Outstanding...........................................       18
                 Paying Agent..........................................       18
                 Person................................................       19
                 Predecessor Notes.....................................       19
                 Redemption Date.......................................       19
                 Redemption Price......................................       19
                 Regular Record Date...................................       19
                 Responsible Officer...................................       19
                 Senior Indebtedness...................................       19
                 Senior Subordinated Indebtedness......................       19
                 Special Record Date...................................       19
                 Stated Maturity.......................................       19
                 Subsidiary............................................       20
                 Trustee...............................................       20
                 Trust Indenture Act, TIA..............................       20
                 Voting Stock..........................................       20
   SECTION 1.02  Compliance Certificates and Opinions..................       20
   SECTION 1.03  Form of Documents Delivered to Trustee................       20
   SECTION 1.04  Acts of Holders.......................................       21
   SECTION 1.05  Notices, etc., to Trustee and Company.................       22
   SECTION 1.06  Notices to Holders; Waiver............................       22
   SECTION 1.07  Conflict with Trust Indenture Act.....................       22
   SECTION 1.08  Effect of Headings and table of Contents..............       23
   SECTION 1.09  Successors and Assigns................................       23
   SECTION 1.10  Separability Clause...................................       23
   SECTION 1.11  Benefits of Indenture.................................       23
   SECTION 1.12  Governing Law.........................................       23
   SECTION 1.13  Payment on Business Day...............................       23
   SECTION 1.14  Incorporation by Reference of Trust Indenture Act.....       23

                                   ARTICLE II
                   ISSUE, EXECUTION AND REGISTRATION OF NOTES

   SECTION 2.01  Issuance of Notes in Series...........................       24
   SECTION 2.02  Authentication and Delivery of Notes..................       24
   SECTION 2.03  Execution of Notes....................................       25
   SECTION 2.04  Temporary Notes.......................................       25
   SECTION 2.05  Exchanges and Transfers of Notes......................       26
   SECTION 2.06  Mutilated, Destroyed, Lost or Stolen Notes............       27
   SECTION 2.07  Payment of Interest; Interest Rights Preserved........       27
   SECTION 2.08  Persons Deemed Owners.................................       28
   SECTION 2.09  Cancellation of Notes.................................       28


                                                                               3

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   SECTION 2.10  Appointment of Authenticating Agent...................       29
   SECTION 2.11  Securities Issuable in the Form of a Depository Note..       29

                                   ARTICLE III
                                    COVENANTS

   SECTION 3.01  Payment of Principal, Premium and Interest............       30
   SECTION 3.02  Maintenance of Office or Agency.......................       30
   SECTION 3.03  Money for Note Payments to be Held in Trust...........       31
   SECTION 3.04  Payment of Taxes and Other Claims.....................       32
   SECTION 3.05  Statement as to Compliance............................       32
   SECTION 3.06  Corporate Existence...................................       32
   SECTION 3.07  Filing of Reports.....................................       32
   SECTION 3.08  Company Will Not Permit Liens on Property to Secure
                 Sub-Ordinated Indebtedness............................       32

                                   ARTICLE IV
                         REPAYMENT AT OPTION OF HOLDERS

   SECTION 4.01  Optional Repayment of Notes...........................       32
   SECTION 4.02  Repayment Procedure for Notes.........................       32

                                    ARTICLE V
                       REDEMPTION OF NOTES; SINKING FUNDS

   SECTION 5.01  Applicability of Redemption Provisions................       33
   SECTION 5.02  Election to Redeem; Notice to Trustee.................       33
   SECTION 5.03  Selection by Trustee of Notes to be Redeemed..........       33
   SECTION 5.04  Notice of Redemption..................................       33
   SECTION 5.05  Deposit of Redemption Price...........................       34
   SECTION 5.06  Notes Payable on Redemption Date......................       34
   SECTION 5.07  Notes Redeemed in Part................................       34
   SECTION 5.08  Sinking Funds.........................................       35
   SECTION 5.09  Satisfaction of Sinking Fund Payments with Notes......       35
   SECTION 5.10  Redemption of Notes for Sinking Fund..................       35

                                   ARTICLE VI
                           SATISFACTION AND DISCHARGE

   SECTION 6.01  Satisfaction and Discharge of Indenture...............       35
   SECTION 6.02  Application of Trust Money............................       36
   SECTION 6.03  Satisfaction, Discharge, and Defeasance of Notes of
                 any Series............................................       36


                                                                               4

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                                   ARTICLE VII
                                    REMEDIES

   SECTION 7.01  Events of Default.....................................       38
   SECTION 7.02  Acceleration of Maturity; Rescission and Annulment....       39
   SECTION 7.03  Collection of Indebetness and Suits for Enforcement by
                 Trustee...............................................       40
   SECTION 7.04  Trustee May File Proofs of Claim......................       40
   SECTION 7.05  Trustee May Enforce Claims Without Possession of
                 Notes.................................................       41
   SECTION 7.06  Application of Money Collected........................       41
   SECTION 7.07  Limitation on Suits...................................       41
   SECTION 7.08  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest..................................       42
   SECTION 7.09  Restoration of Rights and Remedies....................       42
   SECTION 7.10  Rights and Remedies Cumulative........................       42
   SECTION 7.11  Delay or Omission Note Waiver.........................       42
   SECTION 7.12  Control by Holders....................................       43
   SECTION 7.13  Waiver of Past Defaults...............................       43
   SECTION 7.14  Undertaking for Costs.................................       43
   SECTION 7.15  Waiver of Stay or Extension Laws......................       43

                                  ARTICLE VIII
                                   THE TRUSTEE

   SECTION 8.01  Certain Duties and Responsibilities...................       44
   SECTION 8.02  Notice of Defaults....................................       44
   SECTION 8.03  Certain Rights of Trustee.............................       45
   SECTION 8.04  Not Responsible for Recitals or Issuance of Notes.....       46
   SECTION 8.05  May Hold Notes........................................       46
   SECTION 8.06  Money Held in Trust...................................       46
   SECTION 8.07  Compensation and Reimbursement........................       46
   SECTION 8.08  Corporate Trustee Required; Eligibility;
                 Disqualification; Conflicting Interests...............       46
   SECTION 8.09  Preferential Collection of Claims Against Company.....       46
   SECTION 8.10  Resignation and Removal; Appointment of Successor.....       46
   SECTION 8.11  Acceptance of Appointment of Successor................       47
   SECTION 8.12  Merger, Conversion, Consolidation or Succession to
                 Business..............................................       48

                                   ARTICLE IX
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

   SECTION 9.01  Company to Furnish Trustee Names and Addresses of
                 Holders...............................................       48


                                                                               5

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  SECTION 9.02  Preservation of Information; Communication to
                Holder................................................        48
  SECTION 9.03  Reports by Trustee.....................................       48

                                    ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  SECTION 10.01 Company May Consolidate, etc. only on Certain
                Terms.................................................        49
  SECTION 10.02 Successor Corporation Substituted.....................        49

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

  SECTION 11.01  Supplemental Indentures Without Consent of Holders....       50
  SECTION 11.02  Supplemental Indentures With Consent of Holders.......       50
  SECTION 11.03  Execution of Supplemental Indentures..................       51
  SECTION 11.04  Effect of Supplemental Indentures.....................       51
  SECTION 11.05  Conformity with Trust Indenture Act...................       51
  SECTION 11.06  Reference in Notes to Supplemental Indentures.........       51

                                   ARTICLE XII
                                  SUBORDINATION

  SECTION 12.01  Subordination of Notes................................       52
  SECTION 12.02  Holder Authorizes Trustee to Effectuate Subordination.       53
  SECTION 12.03  Rights of Senior Indebtedness Holders Not
                 Prejudiced............................................       53

  *This Table of Contents does not constitute a part of the Indenture and is
  for convenience of reference only



                                                                               6
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Tie of certain provisions of Trust Indenture Act of 1939 with Indenture, dated
as of ___________, 20__, between HSBC Finance Corporation and BNY Midwest Trust
Company, as Trustee*

                                                                    SECTION OF
SECTION OF ACT                                                       INDENTURE
--------------                                                      -----------
310   (a)(1)......................................................     8.08
      (a)(2)......................................................     8.08
                                                                       Not
      (a)(3)......................................................  Applicable
                                                                       Not
      (a)(4)......................................................  Applicable
      (b).........................................................   8.08, 8.10
311   (a).........................................................     8.09
      (b).........................................................     8.09
312   (a).........................................................     9.01
                                                                       9.02(a)
      (b).........................................................     9.02(b)
      (c).........................................................     9.02(b)
313   (a).........................................................     9.03(a)
      (b).........................................................     9.03(a)
      (c).........................................................     9.03(a)
                                                                       9.03(b)
      (d).........................................................     9.03(c)
314   (a).........................................................     3.07
                                                                       Not
      (b).........................................................  Applicable
      (c)(1)......................................................     1.02
      (c)(2)......................................................     1.02
                                                                       Not
      (c)(3)......................................................  Applicable
                                                                       Not
      (d).........................................................  Applicable
      (e).........................................................     1.02
315   (a).........................................................     8.01(a)
                                                                       8.01(c)
      (b).........................................................     8.02
                                                                       9.03(a)
      (c).........................................................     8.01(b)


*This tie of provisions does not constitute a part of the Indenture and is for
convenience of reference only.


                                                                               7
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                                                                    SECTION OF
SECTION OF ACT                                                       INDENTURE
--------------                                                      -----------
315   (d).........................................................     8.01(c)
      (d)(1)......................................................    8.01(c)(1)
      (d)(2)......................................................    8.01(c)(2)
      (d)(3)......................................................    8.01(c)(3)
      (e).........................................................     7.14
316   (a).........................................................     1.01
      (a)(1)(A)...................................................     7.02
                                                                       7.12
      (a)(1)(B)...................................................     7.13
                                                                       Not
      (a)(2)......................................................  Applicable
      (b).........................................................     7.08
317   (a)(1)......................................................     7.03
      (a)(2)......................................................     7.04
      (b).........................................................     3.03
318   (a).........................................................     1.07







                                                                               8
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     THIS INDENTURE, dated as of the ____ day of ______, 20__, between HSBC
Finance Corporation, a corporation duly organized and validly existing under the
laws of the State of Delaware (hereinafter sometimes called the "Company"),
having its principal office at 2700 Sanders Road, Prospect Heights, Illinois
60070, and BNY Midwest Trust Company, a corporation duly organized and existing
under the laws of the State of Illinois (hereinafter called the "Trustee").

                                   WITNESSETH:

     WHEREAS, the Company deems it necessary from time to time to borrow money
for its corporate purposes and to issue its debt securities therefor, and to
that end has duly authorized and directed the execution and delivery of this
Indenture to provide for one or more series of its unsecured senior subordinated
debentures, senior subordinated notes, or other evidences of senior subordinated
indebtedness (hereinafter called "Notes"), issuable as in this Indenture
provided; and

     WHEREAS, the general forms of the Notes, the Trustee's certificate of
authentication to be borne by the Notes, and the general form of the "Option to
Elect Repayment" (if applicable) may be as follows, with any insertions,
omissions and variations as the Board of Directors of the Company may determine
in accordance with the provisions of this Indenture, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto:

                         [GENERAL FORM OF FACE OF NOTE]

     [IF THE NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, INSERT-For purposes of
Sections 1271-1273 of the United States Internal Revenue Code of 1986, as
amended, the issue price of this Note is____% of its principal amount and the
issue date is _________________,200_.]

     No.

                            HSBC FINANCE CORPORATION
                            Senior Subordinated Note

     HSBC FINANCE CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
___________________ or registered assigns, the principal sum of
_______________on ____________.[IF THE NOTE IS TO BEAR INTEREST PRIOR TO
MATURITY, INSERT-, and to pay interest thereon at the rate per annum [of
___________%] [set forth on the reverse of this Note]. The Company will pay
interest from ______________, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, [INSERT FREQUENCY OF INTEREST
PERIODS.] (beginning ___________) on ____________, until the principal hereof is
paid or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Holder of this Note (or one or more Predecessor Notes) of record
at the close of business on the Regular Record Date for such interest, which
shall be [IF APPLICABLE, INSERT-except that interest payable at Maturity shall
be paid to the same Person to whom the principal of this Note is payable.]
Interest will be


                                                                               9
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computed on the basis of [INSERT METHOD OF COMPUTING INTEREST]. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be paid to the Holder
of this Note (or one or more Predecessor Notes) of record at the close of
business on a Special Record Date fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to Holders not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.]

     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR to MATURITY, INSERT- The
principal of this Note shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal of this Note shall bear interest at the
rate of ______-% per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default
in payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _______% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) on this Note and, unless
otherwise paid as hereinafter provided, the interest (if any) thereon will be
made at the office or agency of the Company in the __________________, in such
coin or currency of the [United States of America as at the time of payment is
legal tender for payment of public and private debts,] provided, however, that
payment of interest may be made at the option of the Company by check or draft
mailed to the Person entitled thereto at his address appearing in the Note
Register. Additional provisions of this Note are set forth on the reverse
hereof.

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

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

Dated:                                      HSBC FINANCE CORPORATION


Attest:                                By_________________________________


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



                                                                              10
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                        [GENERAL FORM OF REVERSE OF NOTE]

                            HSBC FINANCE CORPORATION
                            Senior Subordinated Note

     This Note is one of a duly authorized issue of Senior Subordinated Notes of
the Company (herein called the "Notes"), issuable in series, unlimited in
aggregate principal amount except as may be otherwise provided in respect of the
Notes of a particular series, issued and to be issued under and pursuant to an
Indenture dated as of _________, 20__ (herein called the "Indenture"), duly
executed and delivered by the Company to BNY Midwest Trust Company, as Trustee,
and is one of a series designated as Senior Subordinated Notes due
__________________(herein called the "_____________Notes"), [INSERT, AS
APPLICABLE - unlimited in aggregate principal amount. - OR - limited in
aggregate principal amount to $_________.] Reference is hereby made to the
Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Company and the Holders.



          [AT THE COMPANY'S OPTION, ADDITIONAL PROVISIONS APPLICABLE TO
                       INTEREST RATE MAY BE INSERTED HERE]

     [IF APPLICABLE, INSERT-The Notes of this series are subject to redemption
upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT- (l) on
___________in any year commencing with the year __________ and ending with the
year ___________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after ______ , 200_], as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percent-ages of the principal
amount): If redeemed [on or before _________ , ____ %, and if redeemed] during
the 12-month period beginning ______________ of the years indicated,

Year                 Redemption Price       Year               Redemption Price
----                            -----       ----












and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT-[whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Notes, or
one


                                                                              11
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or more Predecessor Notes, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [IF APPLICABLE, INSERT-The Notes of this series are subject to redemption
upon not less than 30 days' notice by mail, (1) on _______ in any year
commencing with the year ______ and ending with the year ______ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after __________ ], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during a 12- month period beginning of the years
indicated,

                              Redemption Price              Redemption Price
                                for Redemption                for Redemption
                              Through Operation               Otherwise Than
                                    of the                   Through Operations
           Year                  Sinking Fund               of the Sinking Fund
           ----           ------------------------         ---------------------

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

     [The sinking fund for this series provides for the redemption on
___________ in each year beginning with the year ___________ and ending with the
year __________ of [not less than] $ _______[("mandatory sinking fund") and not
more than $ ______] aggregate principal amount of Notes of this series. [Notes
of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made-in the inverse order in
which they be- come due.]

     [In the event of redemption of this Note in part only, a new Note or Notes
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

     [IF APPLICABLE, INSERT-The Notes of this series will be repayable on
____________, _____________ , at the option of the holders of the Notes of this
series, at 100% of their principal amount together with interest (if any)
payable to the date of repayment, except that interest, the Stated Maturity of
which is on or prior to such repayment date, shall be payable to the Holders of
Notes of this series, or one or more predecessor Notes, of record on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture. In order for a Note of this series to be repaid, the Trustee must
receive at its office in ____________ (or at such other address of which the
Company may from time to time notify Holders), during the period from and
including ____________, ___________ to and including _______________(or, if such
is not a Business Day, the next succeeding Business Day) (i) this Note with the
form entitled "Option to Elect Repayment" on the reverse of this Note duly
completed, or (ii) a telegram, telex,


                                                                              12
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facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
a trust company in the United States of America setting forth the name of the
Holder of this Note, the principal amount of this Note, the amount of this Note
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of this Note duly completed will be
received by the Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such Note and form duly
completed are received by the Company by such fifth Business Day. Any such
notice received by the Company during the period from and including ___________,
_____________ to and including ___________, __________shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for less than the
entire principal amount of this Note provided the principal amount which is to
be repaid is equal to $_______or an integral multiple of $ ___________. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note of this series for repayment will be determined by the
Company, whose determination will be final and binding.]

     [IF THE NOTE IS NOT AN ORIGINAL ISSUE DISCOUNT NOTE, -If any Event of
Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.]

     [IF THE NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE,-If an Event of Default
with respect to Notes of this series shall occur and be continuing, an amount of
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal
to-INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the Notes of
this series shall terminate.]

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the right and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes at the time Outstanding of each series which is
affected by such amendment or modification, except that certain amendments
specified in the Indenture may be made without approval of Holders of the Notes.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Notes of any series to waive on
behalf of the Holders of such series of Notes compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
the Note shall be binding upon such Holder and upon all future Holders of this
Note and any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of the principal of (and premium, if any) and interest on
all Senior Indebtedness as



                                                                              13
<Page>


defined in the Indenture, and this Note is issued subject to such provisions and
each Holder, by accepting the same, agrees to and shall be bound by such
provisions, and authorizes the Trustee in his behalf to take such action as may
be necessary or appropriate to effectuate the subordination as provided in the
Indenture and appoints the Trustee his attorney-in-fact for such purpose.

     As provided in the Indenture and subject to certain limitations therein set
forth, transfer of this Note is registrable on the Note Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company
in the ____________ , duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of the same series containing identical terms
and provisions, of authorized denominations and for a like aggregate principal
amount, will be issued to the designated transferee or transferees.

     The _____________________ Notes are issuable only as registered Notes
without coupons in denominations of provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of the same series containing identical
terms and provisions and of different authorized denominations, as requested by
the Holder surrendering the same.

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

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be af- fected by notice to the contrary.

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

           [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION FOR NOTES]

     This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.

                                        BNY Midwest Trust Company, as Trustee

                                          By
                                              -------------------------------
                                                     AUTHORIZED OFFICER


                  [GENERAL FORM OF "OPTION TO ELECT REPAYMENT",
                            IF APPLICABLE, FOR NOTES]

                            OPTION TO ELECT REPAYMENT



                                                                              14
<Page>



     The undersigned hereby requests and irrevocably instructs the Company to
repay the within Note on the ___________________ first occurring not less than
______ nor more than ______ days after the date of receipt of the within Note by
the Trustee at

Attention: ___________________ (or at such other place of which the Company
shall from time to time notify the Holder of the within Note), at a price equal
to the principal amount thereof, [together with interest to the date of
repayment], to the undersigned at

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


  ----------------------------------------------------------------------------
  Please Print or Typewrite Name and Address of the Undersigned

Dated



                                         --------------------------------------
                                         NOTICE: The Signature to This. Request
                                         and Instruction Must Correspond With
                                         the Name as Written Upon the Face of
                                         the Note in Every Particular Without
                                         Alternation or Enlargement or any
                                         Change Whatever.

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


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


                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of Notes to be
issued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:


                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

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

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles.

     "ACT" when used with respect to any Holder has the meaning specified in
SECTION 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such



                                                                              15
<Page>


specified Person. For the purposes of this definition, "CONTROL" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "CONTROLLING" and
"CONTROLLED" have meanings correlative to the foregoing.

     "AUTHORIZED NEWSPAPER" when used in connection with the name of a
particular city, means a newspaper, printed in an official language of the
country of publication, of general circulation and customarily published in such
city on each Business Day, whether or not published on Saturdays, Sundays or
holidays. Whenever successive weekly publications in an Authorized Newspaper are
required hereunder they may be made (unless otherwise expressly provided herein)
on the same or different days of the week and in the same or in different
Authorized Newspapers.

     "BOARD OF DIRECTORS" means either the board of directors of the Company,
any duly authorized committee of that board, or any officer of the Company duly
authorized by the board of directors of the Company or a duly authorized
committee of that 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, and delivered to the Trustee.

     "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday or Friday
which is not a legal holiday for banking institutions in the city of New York,
New York, or in the particular city with reference to which the determination as
to Business Day is being made.

     "COMMISSION" or "SEC" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

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

     "COMPANY REQUEST", "COMPANY ORDER" and "COMPANY CONSENT" mean,
respectively, a written request, order or consent signed in the name of the
Company by its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, Controller, an Assistant Controller, Secretary or an Assistant
Secretary, and delivered to the Trustee.


     "DEPOSITORY" shall mean, with respect to Notes of any series for which
the Company shall determine that such Notes will be issued as a Depository
Note, The Depository Trust Company, New York, New York, another clearing
agency or any successor registered under the Securities Exchange Act of 1934,
or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either SECTION 2.01 or 2.11.

     "DEPOSITORY NOTE" shall mean, with respect to any series of Notes, a Note
executed by the Company and authenticated and delivered by the Trustee to the
Depository or pursuant to the Depository's instruction, all in accordance with
this Indenture and


                                                                              16
<Page>


pursuant to a Company Order, which (i) shall be registered as to principal and
interest in the name of the Depository or its nominee and (ii) shall represent,
and shall be denominated in an amount equal to the aggregate principal amount
of, all of the Outstanding Notes of such series.

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

     "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "EVENT OF DEFAULT" has the meaning specified in SECTION 7.01.

     "FOREIGN CURRENCY" means a currency issued by the government of any country
other than the United States.

     "HOLDER" means a Person in whose name a Note is registered in the Note
Register.

     "INDENTURE" means this Indenture dated as of _________, 20___, and, unless
the context otherwise indicates, all indentures supplementing and amending this
Indenture.

     "INDEPENDENT" when used with respect to any specified Person means such a
Person who (1) is in fact independent, (2) does not have any material direct or
indirect financial interest in the Company or in any other obligor upon the
Notes or in any Affiliate of the Company or of such other obligor, and (3) is
not connected with the Company or such other obligor or any Affiliate of the
Company or of such other obligor, as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Whenever it is herein provided that any Independent Person's opinion or
certificate shall be furnished to the Trustee, such Person shall be appointed by
a Company Order, and such opinion or certificate shall state that the signer has
read this definition and that the signer is Independent within the meaning
hereof.

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

     "INTEREST PAYMENT DATE" means the Stated Maturity of interest on Notes of a
particular series.

     "JUNIOR SUBORDINATED INDEBTEDNESS" means all notes, debentures or other
evidences of indebtedness of the Company for money borrowed which shall contain
or have applicable thereto subordination provisions substantially in the form of
the subordination provisions set forth in SECTION 12.01 hereof when applicable,
but with appropriate adjustments therein so as to provide for such Junior
Subordinated Indebtedness being subordinate and junior to all Senior
Indebtedness and Senior Subordinated Indebtedness rather than only to Senior
Indebtedness.

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

     "NOTES" means all debt securities issued under this Indenture, regard- less
of series.

     "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings specified
in SECTION 2.05.



                                                                              17
<Page>


     "OFFICERS' CERTIFICATE" means a certificate signed by the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee. Wherever this Indenture requires that an Officers'
Certificate be signed also by an accountant or other expert, such accountant or
other expert (except as otherwise expressly provided in this Indenture) may be
in the employ of the Company.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for the Company or other counsel reasonably satisfactory to the Trustee.

     "ORIGINAL ISSUE DISCOUNT NOTE" means any Note which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to SECTION 7.02.

     "OUTSTANDING" when used with respect to Notes means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture, EXCEPT:

          (i) Notes theretofore cancelled by the Trustee, or delivered to the
     Trustee or any agent of the Trustee for cancellation;

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

          (iii) Notes which have been paid pursuant to SECTION 2.06 or in
     exchange for or in lieu of which other Notes have been authenticated and
     delivered pursuant to this Indenture other than any such Notes in respect
     of which there shall have been presented to the Trustee proof satisfactory
     to it that such Notes are held by a bona fide purchaser in whose hands such
     Notes are valid obligations of the Company; and

          (iv) any such Notes which have been defeased pursuant to SECTION 6.03.

          PROVIDED, HOWEVER, that in determining whether the Holders of the
     requisite principal amount of Notes Outstanding have given any request,
     demand, authorization, direction, notice, consent or waiver hereunder, or
     for any other purpose, (i) Notes owned by the Company or any other obligor
     upon the Notes or any Affiliate of the Company or such other obligor shall
     be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Trustee shall be protected in relying upon any such
     request, demand, authorization, direction, notice, consent or waiver, only
     Notes which the Trustee knows to be so owned shall be so disregarded, and
     Notes so owned which have been pledged in good faith may be regarded as
     Outstanding if the pledgee establishes to the satisfaction of the Trustee
     the pledgee's right so to act with respect to such Notes and that the
     pledgee is not the Company or any other obligor upon the Notes or any
     Affiliate of the Company or such other obligor, and (ii) the principal
     amount of an Original Issue Discount Note that shall be deemed to be
     Outstanding for such purposes shall be the amount of the principal thereof
     that would be due and payable as of the date of such determination upon a
     declaration of acceleration pursuant to SECTION 7.02.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Notes on behalf of the
Company.

<Page>


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

     "PREDECESSOR NOTES" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for purposes of this definition, any Note authenticated
and delivered under SECTION 2.06 in exchange for or in lieu of a mutilated,
destroyed, lost, or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost, or stolen Note.

     "REDEMPTION DATE" when used with respect to any Note to be redeemed means
the date fixed for such redemption by or pursuant to this Indenture, any
indenture supplemental hereto, or resolution of the Board of Directors as
provided in SECTION 2.01 of this Indenture.

     "REDEMPTION PRICE" when used with respect to any Note to be re- deemed
means the price at which it is to be redeemed pursuant to this Indenture, any
indenture supplemental hereto, or resolution of the Board of Directors as
provided in SECTION 2.01 of this Indenture.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
means, with respect to Notes of any series, the date specified as the Regular
Record Date therefor in the relevant supplemental indenture or resolution of the
Board of Directors authorizing such series of Notes.

     "RESPONSIBLE OFFICER when used with respect to the Trustee means an officer
of the Trustee assigned to the corporate trust office, including any Vice
President or Assistant Vice President, any Trust Officer or Assistant Trust
Officer, 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 his knowledge of and familiarity with
the particular subject.

     "SENIOR INDEBTEDNESS" means all indebtedness of the Company for money
borrowed, except indebtedness, if any, which by its term's ranks on a parity
with or junior to Senior Subordinated Indebtedness.

     "SENIOR SUBORDINATED INDEBTEDNESS" means (a) any Notes to be issued and
outstanding hereunder and (b) any and all notes, debentures or other evidences
of indebtedness of the Company for money borrowed (other than Junior
Subordinated Indebtedness) which shall contain or have applicable thereto
subordination provisions substantially identical in effect to those contained in
SECTION 12.01 hereof providing for the subordination of such indebtedness to all
Senior Indebtedness (but not to any other indebtedness of the Company).

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest (as defined
in SECTION 2.07) means a date fixed by the Trustee pursuant to SECTION 2.07.

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


                                                                              19
<Page>


     "SUBSIDIARY" of the Company means any corporation at least a majority of
the shares of the Voting Stock (or the equivalent thereof, in the case of
corporations organized outside the United States of America) of which shall at
the time be owned, directly or indirectly, by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries.

     "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 there-after Trustee shall mean such
successor Trustee.

     "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as it
may be amended from time to time.

     "VOTING STOCK", as applied to the stock of any corporation, means stock of
any class or classes (however designated) having ordinary voting power for the
election of a majority of the directors of such corporation, other than stock
having such power only by reason of the happening of a contingency.

     SECTION 1.02. Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

     SECTION 1.03. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Person as to other matters, and any such
Person may certify or give an opinion as to such matters in one or several
documents.

     Any certificate or opinion of an Officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the


                                                                              20
<Page>


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

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

     SECTION 1.04. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to SECTION 8.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this SECTION 1.04.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by an Officer of a Corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient, and the Trustee may in any instance require proof with respect
to any of the matters referred to in this SECTION 1.04.

     (c) The ownership of Notes shall be proved by the Note Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Note shall bind the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done or suffered to be done by the Trustee
or the Company in reliance thereon, whether or not notation of such action is
made upon such Note.

     (e) In determining whether the Holders of the requisite principal amount of
Outstanding Notes of any series have given any request, demand, authorization,
direction, notice, consent or waiver under this Indenture, the principal amount
of an Original Issue Discount Note that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that would be due and payable
pursuant to the terms of such Original Issue Discount Note upon a declaration of
acceleration pursuant to SECTION 7.02 at the time the taking of such action by
the Holders of such requisite principal amount of


                                                                              21
<Page>


Outstanding Notes is evidenced to the Trustee, as provided in Subsection (a) of
this Section.

     (f) For the purposes of calculating the principal amount of Notes of any
series denominated in ECUs or a currency issued by the government of any country
other than the United States for any purpose under this Indenture, the principal
amount of such Notes at any time outstanding shall be deemed to be that amount
of Dollars that could be obtained for such principal amount on the basis of a
spot rate of exchange specified to the Trustee in an Officers' Certificate for
ECUs or such currency into Dollars as of the date of any such calculation, which
shall be a Business Day.

     SECTION 1.05. Any request, demand, authorization, direction, notice,
consent waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its principal corporate trust office, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company.

     SECTION 1.06. Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders and any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible to make
publication of any notice in an Authorized Newspaper or Authorized Newspapers as
required by this Indenture, then such method of publication or notification as
shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice.

     SECTION 1.07. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of TIA, such required provision shall control.


                                                                              22
<Page>


     SECTION 1.08. The Article headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.09. All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

     SECTION 1.10. In case any provision in this Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

     SECTION 1.11. Nothing in this Indenture or in the Notes, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     SECTION 1.12. This Indenture and each Note issued hereunder shall be
construed in accordance with and governed by the laws of the State of New York.

     SECTION 1.13. In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture) payment of interest or
principal (and premium, if any), as the case may be, need not be made on such
date but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, or Stated Maturity, as the
case may be.

     SECTION 1.14. Whenever this Indenture refers to a section of the TIA, that
section, as in effect on any particular date, is incorporated by reference in
and made a part of this Indenture. If the numerical designation of a section of
the TIA is changed subsequent to the date of this Indenture as a result of an
amendment to the TIA, then the reference in this Indenture to such section shall
be deemed to refer to the numerical designation of such section as amended.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company or any other
     obligor on the Notes.


     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by the TIA or such statute or rule.

                                                                              23
<Page>

                                   ARTICLE II
                   ISSUE, EXTENSION AND REGISTRATIONS OF NOTES

     SECTION 2.01. At the option of the Company, the Notes issued hereunder,
which are unlimited in aggregate principal amount except as may be otherwise
provided in respect of the Notes of a particular series, may be issued in one or
more series. The Notes of each series may be generally in the form provided in
this Indenture (with any such insertions, omissions and variations as determined
by the Board of Directors), to bear such series designation, to mature on such
date, to bear interest at such rate and payable on such dates, and to have such
other terms and provisions (including the currency of denomination, which may be
Dollars, Foreign Currency, ECU or other currency or unit specified therein, and
including any addition to, or modification or deletion of, any Event of Default
or any covenant of the Company specified herein with respect to Notes of the
series), all as shall, prior to the authentication thereof, be established,
consistently with the other provisions of this Indenture, by resolution of the
Board of Directors and set forth in an Officers' Certificate, or in one or more
supplemental indentures approved by the Board of Directors. The Notes of any
series may be issued as a Depository Note.

     All Notes of anyone series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and (subject to SECTION 2.02) set forth in such Officers'
Certificate or in any such indenture supplemental hereto.

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

     SECTION 2.02. From time to time the Company may execute and deliver to the
Trustee, and the Trustee shall thereupon authenticate and deliver to or upon a
Company Order, Notes of any series duly established pursuant to SECTION 2.01,
upon receipt by the Trustee of:

     (a) the Board Resolution (i) authorizing the execution and requesting the
authentication and delivery of the Notes applied for in the principal amount
therein specified, designating the series of such Notes and specifying the
Officer or Officers of the Company to whom or upon whose order such Notes shall
be delivered; and (ii) which, as permitted by SECTION 2.01, establishes the
terms of such series of Notes and which, if applicable, authorizes the execution
of an indenture supplemental hereto creating such series of Notes or, if an
officer of the Company has been duly authorized with respect to the foregoing, a
certificate from such officer to the Trustee authorizing the above actions and a
Board Resolution evidencing such officer's authority; (b) an Officers'
Certificate pursuant to SECTION 2.01 or, if the Notes of such series are to be
issued pursuant to a supplemental indenture, a supplemental indenture duly
executed on behalf of the Company, in form satisfactory to the Trustee, creating
such series of Notes;

     (c) an Officers' Certificate pursuant to SECTION 1.02; and

     (d) an Opinion of Counsel pursuant to SECTION 1.02 to the effect that:

          (i) the form and terms of such Notes have been established in
     conformity with the provisions of this Indenture;

          (ii) all conditions precedent to the authentication and delivery of
     such Notes have been complied with and that such Notes, when authenticated
     and delivered by the


                                                                              24
<Page>


     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, reorganization and other
     laws of general applicability relating to or affecting the enforcement of
     creditors' rights and to general equity principles;

          (iii) all laws and requirements in respect of the execution and
     delivery by the Company of such Notes have been complied with;

          (iv) the Company is not in default in any of its obligations under
     this Indenture, and the issuance of such Notes will not result in any such
     default: and (if applicable)

          (v) the supplemental indenture is a legal, valid, and binding
     obligation of the Company, complies with and is authorized by the
     applicable provisions of the Indenture, and its execution and delivery has
     been duly authorized by the Company.

     If all Notes of a series are not to be originally issued at one time, it
shall not be necessary to deliver the documents described in this SECTION 2.02
at or prior to the time of authentication of each Note of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Note of such series to be issued.

     SECTION 2.03. The Notes shall be executed on behalf of the Company by its
President or one of its Vice Presidents under its corporate seal reproduced
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of such officers on the Notes may be manual or facsimile.

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

     All Notes shall be dated the date of their authentication.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by
manual signature, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

     SECTION 2.04. Pending the preparation of definitive Notes of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, or cause to be delivered, temporary Notes of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as evidenced by their signing of such Notes.

     If temporary Notes of any series are issued, the Company will cause
definitive Notes of such series to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes shall be exchangeable
for definitive Notes upon


                                                                              25
<Page>


surrender of the temporary Notes at the office or agency of the Company without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes of any series the Company shall execute and the Trustee shall
authenticate and deliver, or cause to be delivered, in exchange therefor a like
principal amount of definitive Notes of such series, of authorized
denominations. Until so exchanged the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as the definitive Notes.

     SECTION 2.05. The Company shall cause to be kept at the principal Corporate
Trust Office of the Trustee a Note Register in which, subject to such reasonable
regulations as the Company may prescribe, the Company shall, subject to SECTION
2.11, provide for the registration of Notes and for registrations of transfer of
Notes. The Trustee is hereby appointed Note Registrar for the purpose of
registering Notes and registering transfers of Notes as herein provided.

     Subject to the provisions of SECTION 2.11, upon surrender for registration
of transfer of any Note at any office or agency of the Company maintained for
that purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of the same series containing identical terms and provisions, of any
authorized denominations and for a like aggregate principal amount.

     Subject to the provisions of SECTION 2.11, at the option of the Holder,
Notes may be exchanged for other Notes of the same series containing identical
terms and provisions, of any authorized denominations and for a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such office
or agency. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to SECTION 2.04, SECTION 5.07 or SECTION 11.06 not involving any
registration of transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Note of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes of such series selected for redemption under SECTION 5.04 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in part.


                                                                              26
<Page>


     SECTION 2.06. A mutilated Note may be surrendered to the Company or the
Trustee and thereupon the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Note of the same series and
of like tenor and principal amount, bearing a number not contemporaneously
outstanding.

     If there be delivered to the Company and to the Trustee

               (i) evidence to their satisfaction of the destruction, loss or
          theft of any Note of any series, and

               (ii) such security or indemnity as may be required by them to
          save each of them harmless,

then, in the absence of notice to the Company or the Trustee that such Note has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Note, a new Note of such series and of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Note under this SECTION 2.06, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Note issued pursuant to this SECTION 2.06 in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes of the same series containing identical terms and provisions duly
issued hereunder.

     The provisions of this SECTION 2.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the re-
placement or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.07. Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered in the
Note Register at the close of business on the Regular Record Date for such
interest.

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

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Notes (or their respective Predecessor
     Notes) 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



                                                                              27
<Page>


     Company shall notify the Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each Note 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 (1) provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not 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 Holder at his
     address as it appears in the Note Register, not less than 10 days prior to
     such Special Record Date. The Trustee shall, upon a Company Request and in
     the name and at the expense of the Company, cause a similar notice to be
     published at least once in an Authorized Newspaper in New York City but
     such publication shall not be a condition precedent to the establishment of
     such Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names the Notes (or their respective Predecessor Notes) are registered on
     such Special Record Date and shall no longer be payable pursuant to the
     following CLAUSE (2).

          (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Notes 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 (2), such
     payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this SECTION 2.07, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

     SECTION 2.08. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Note is registered in the Note
Register as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to SECTION 2.07) interest on
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     SECTION 2.09. All Notes surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking or purchase fund
payment provided in respect of any series of Notes shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this SECTION 2.09, except as expressly permitted by this Indenture. All
cancelled Notes held by the Trustee shall be destroyed by the Trustee,


                                                                              28
<Page>


unless otherwise prohibited by law, and the Trustee shall deliver to the Company
a certificate of such destruction.

     SECTION 2.10. The Trustee shall, if requested in writing so to do by the
Company, promptly appoint an agent or agents of the Trustee who shall have
authority to authenticate Notes of any series in the name and on behalf of the
Trustee. Such appointment by the Trustee shall be evidenced by a certificate
executed by a Responsible Officer of the Trustee delivered to the Company prior
to the effectiveness of such appointment designating such agent or agents and
stating that all appropriate corporate action has been taken by the Trustee in
connection with such appointment.

     Any such authenticating agent shall be an agent acceptable to the Company
and shall at all times be a corporation which is organized and doing business
under the laws of the United States or of any State, is authorized under such
laws to act as authenticating agent, has a combined capital and surplus of at
least $5,000,000, and is subject to supervision or examination by Federal or
State authority.

     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 written request of the Company to the Trustee shall, terminate the agency
of any authenticating agent by giving written notice of termination to such
authenticating agent and to the Company.

     Any such authenticating agent shall have the rights and immunities of the
Trustee set forth in SECTIONS 2.08, 8.03, 8.04 and 8.05 to the same extent and
as fully to all intents and purposes as though such authenticating agent had
been expressly named in place of the Trustee.

     If an appointment is made pursuant to this SECTION 2.10 with respect to any
series of Notes, such Notes shall have endorsed thereon, in addition to the
Trustee's Certificate of Authentication, an alternate Trustee's Certificate of
Authentication substantially in the following form:

          (ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

     This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.


                                       BNY Midwest Trust Company, as Trustee

                                       By
                                           ------------------------------------
                                                       AUTHENTICATING AGENT

                                       By
                                           ------------------------------------
                                                       AUTHORIZED OFFICER


     SECTION 2.11. (a) If the Company shall establish pursuant to SECTION 2.01
that the Notes of a particular series are to be issued as a Depository Note,
then the Company shall execute and the Trustee shall, in accordance with
SECTIONS 2.02 AND 2.03 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver, a Depository Note which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Notes of such series, (ii) shall be
registered in the name of


                                                                              29
<Page>


the Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository'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 Note may be transferred, in whole but not in
part, only to another nominee of the Depository or to a successor Depository or
to a nominee of such successor Depository."

     (b) Notwithstanding any other provision of this SECTION 2.11 or of SECTION
2.05, the Depository Note 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
Depository for such series, or to a successor Depository for such series
selected or approved by the Company or to a nominee of such successor
Depository.

     (c) If at any time the Depository for a series of Notes notifies the
Company that it is unwilling or unable to continue as Depository for such series
or if at any time the Depository for such series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository 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 Notes of such series and the Company
will execute, and the Trustee will authenticate and deliver, Notes 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 Depository Note of such series then Outstanding in exchange for
such Depository Note. In addition, the Company may at any time determine that
the Notes of any series shall no longer be represented by a Depository Note and
that the provisions of this SECTION 2.11 shall no longer apply to the Notes of
such series. In such event the Company will execute and the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Notes 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 Depository Note
of such series in exchange for such Depository Note. Upon the exchange of the
Depository Note for such Notes in definitive registered form without coupons, in
authorized denominations, the Depository Note shall be cancelled by the Trustee.
Such Notes in definitive registered form issued in exchange for the Depository
Note pursuant to this SECTION 2.11(C) shall be registered in such names and in
such authorized denominations as the Depository, pursuant to instructions from
its direct or indirect participants or other- wise, shall instruct the Trustee.

                                   ARTICLE III
                                    COVENANTS

     SECTION 3.01. The Company will duly and punctually pay the principal of
(and premium, if any) and interest on the Notes in accordance with the terms of
the Notes and this Indenture.

     SECTION 3.02. The Company will maintain an office or agency at each place
at which the principal of (and premium, if any) or interest on any of the Notes
is payable, where Notes may be presented or surrendered for payment, where Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and of any change in the location, of each such office or agency. If
at any time the Company shall fail to maintain any such office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the


                                                                              30
<Page>


principal corporate trust office of the Trustee, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

     SECTION 3.03. If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (and premium, if any) or
interest on, any of the Notes, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

     If the Company shall have one or more Paying Agents, it will, on or before
each due date of the principal of (and premium, if any) or interest on, any of
the Notes, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this SECTION 3.03, that such
Paying Agent will

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

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Notes) in the making of any such payment of
     principal (and premium, if any) or interest; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Note and remaining unclaimed for three years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in New York City, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30


                                                                              31
<Page>


days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     SECTION 3.04. The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (l) all taxes, assessments
and governmental charges levied or imposed upon it or upon its income, profits
or property, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon its property; PROVIDED, HOWEVER, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

     SECTION 3.05. The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating, as to each
signer thereof, whether or not to the best of his knowledge, the Company is in
default in the performance of any of its obligations under this Indenture, and,
if there is a default in the fulfillment of any such obligation, specifying each
such default known to him and the nature and status thereof.

     SECTION 3.06. Subject to ARTICLE X, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve or cause to be preserved any
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders.

     SECTION 3.07. The Company shall file with the Trustee within l5 days after
it files them with the SEC 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 SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. The Company also shall comply with the other provisions of TIA
sections.314(a).

     SECTION 3.08. The Company will not create, assume, incur or suffer to exist
any mortgage, pledge or other lien on any of the property or assets of the
Company whether now owned or hereafter acquired for the purpose of securing any
Senior Subordinated Indebtedness or Junior Subordinated Indebtedness.

                                   ARTICLE IV
                         REPAYMENT AT OPTION OF HOLDERS

     SECTION 4.01. If the Board Resolution or supplemental indenture, as the
case may be, with respect to the Notes of any particular series so provides,
such Notes shall be subject to repayment at the option of the Holder prior to
their Stated Maturity, on such terms as set forth in the Board Resolution or
supplemental indenture pertaining to such Notes, upon the receipt by the Company
of the form entitled, "Option to Elect Repayment" as specified in SECTION 4.02.

     SECTION 4.02. To be repaid at the option of the Holder, Notes must be
received, with the form entitled "Option to Elect Repayment" on the reverse of
the Notes duly completed, by the Trustee at its offices in New York, New York
(or at such other place of which the Company shall from time to time notify the
Holders of the Notes) within the periods specified by the terms of the Notes.
Effective exercise of the repayment



                                                                              32
<Page>


option by the Holder shall be irrevocable. Upon such completion and receipt of
such form, Notes for which the option has been exercised become due and payable
on the repayment date at the repayment price plus accrued interest (if any),
except that interest, the Stated Maturity of which is on or prior to such
repayment date, shall be payable to the Holders of such Notes of record on the
relevant Record Dates according to their terms and the provisions of SECTION
2.07. From and after such repayment date (unless the Company shall default in
the payment of the repayment price) such Notes shall cease to bear interest.

                                    ARTICLE V
                           REDEMPTION OF SINKING FUNDS

     SECTION 5.01. Notes of any series which are redeemable before their Stated
Maturity at the option of the Company or otherwise shall be redeemable in
accordance with their terms and in accordance with the following provisions of
this ARTICLE V.

     SECTION 5.02. The election of the Company to redeem Notes of any series
shall be evidenced by a Board Resolution or, if an officer of the Company has
been duly authorized with respect to the redemption of Notes, a certificate from
such officer to the Trustee authorizing such actions as are necessary or
appropriate to effect the redemption and a Board Resolution evidencing such
officer's authority. In case of any redemption at the option of the Company of
less than all of the Notes of any series the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee by Company Order of such
Redemption Date and of the principal amount of Notes to be redeemed.

     SECTION 5.03. If less than all the Notes of any series are to be redeemed,
and unless otherwise provided with respect to the Notes of any particular
series, the particular Notes to be redeemed shall be selected by the Trustee
from the Outstanding Notes of such series not previously called for redemption,
by lot or by such other method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions of the
principal of Notes, provided, however, that except with respect to Notes being
redeemed pursuant to the operation of a sinking fund, no such partial redemption
shall reduce the portion of the principal amount of a Note of such series not
redeemed to less than the minimum denomination for a Note of that series. The
portions of the principal of Notes so selected for partial redemption shall be
equal to the smallest authorized denomination of the Notes of such series or an
integral multiple thereof.

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

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

     SECTION 5.04. Notice of redemption shall be given not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed, at his address appearing in the Note Register.

     All notices of redemption shall state:


                                                                              33

<Page>

          (1) the series designation of the Notes to be redeemed,

          (2) the Redemption Date,

          (3) the Redemption Price,

          (4) if less than all Outstanding Notes of such series are to be
     redeemed, the identification (and, in the case of partial redemption, the
     respective principal amounts) of the Notes of such Holder to be redeemed,

          (5) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Note, and that, if applicable, interest thereon
     shall cease to accrue from and after said date,

          (6) the place where such Notes are to be surrendered for payment of
     the Redemption Price, which shall be the office or agency of the Company at
     any place at which the principal of such Notes is payable, and

          (7) if Notes are to be redeemed pursuant to any sinking or purchase
     fund established for any series of Notes, that the redemption is being made
     for the purposes of such sinking or purchase fund.

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

     SECTION 5.05. On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in SECTION 3.03) an amount
of money sufficient to pay the Redemption Price plus accrued interest of all the
Notes which are to be redeemed on that date.

     SECTION 5.06. Notice of redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Notes shall
cease to bear interest. Upon surrender of such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Company at the
Redemption Price. Interest, the Stated Maturity of which is on or prior to the
Redemption Date, shall be payable to the Holders of such Notes of record on the
relevant Record Dates according to their terms and the provisions of SECTION
2.07.

     If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Note.

     SECTION 5.07 Any Note which is to be redeemed only in part shall be
surrendered to the Trustee or Paying Agent (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to such Holder, without service
charge, a new Note or Notes of the same series, of any authorized denominations
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so surrendered.


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     SECTION 5.08. The provisions of this ARTICLE V shall be applicable to any
sinking fund for the retirement of Notes of any series except as otherwise
specified as contemplated in such Notes.

     The minimum amount of any sinking fund payment provided for by the terms of
Notes 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
Notes of any series is herein referred to as an "optional sinking fund payment".
If provided for by the terms of Notes of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in SECTION 5.09.
Each sinking fund payment shall be applied to the redemption of Notes of any
series as provided for by the terms of Notes of such series.

     SECTION 5.09. The Company (1) may deliver to the Trustee for cancellation
Outstanding Notes of a series (other than any previously called for redemption)
and (2) may apply as a credit Notes of a series containing identical terms and
provisions which have been redeemed either at the election of the Company
pursuant to the terms of such Notes or through the application of permitted
optional sinking fund payments pursuant to the terms of such Notes, in each case
in satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Notes of such series required to be made pursuant to the terms of
such Notes as provided for by the terms of such Notes; provided that such Notes
shall not have been previously so credited. Such Notes shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Notes for redemption through operation of the mandatory sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.

     SECTION 5.10. Not less than 45 days prior to each sinking fund payment date
for Notes of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment and optional sinking fund payment, if any, for that series of Notes
pursuant to the terms thereof, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Notes of that series pursuant to SECTION
5.09 and will also deliver to the Trustee any Notes to be so delivered if not
theretofore delivered. Not less than 30 days before each such sinking fund
payment date the Company shall cause to be selected the Notes to be redeemed
upon such sinking fund payment in the manner specified in SECTION 5.03 and shall
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 5.04. The Company shall
deposit the amount of cash, if any, required for such sinking fund payment with
the Trustee in the manner provided in SECTION 5.05. Such notice having been duly
given, the redemption of such Notes shall be made upon the terms and in the
manner stated in SECTIONS 5.06 and 5.07.

                                   ARTICLE VI
                           SATISFACTION AND DISCHARGE

     SECTION 6.01. This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Notes if
herein or in any supplemental indenture expressly provided for), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


                                                                              35
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          (1) either

               (A) all Notes theretofore authenticated and delivered (other than
          (i) Notes which have been destroyed, lost or stolen and which have
          been replaced or paid as provided in SECTION 2.06, and (ii) Notes for
          whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in SECTION
          3.03) have been delivered to the Trustee for cancellation, or

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

                    (i) have become due and payable, or

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

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company, and the Company, in the case of (B) (I), (II) OR
               (III) above, has deposited or caused to be deposited with the
               Trustee as trust funds in trust for the purpose an amount
               sufficient to pay and discharge the entire indebtedness on such
               Notes not theretofore delivered to the Trustee for cancellation,
               for principal (and premium, if any) and interest to the date of
               such deposit (in the case of Notes which have become due and
               payable), or to their Stated Maturity or Redemption Date, as the
               case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under SECTION 8.07, the obligations of
the Trustee to any authenticating agent under SECTION 2.10 AND, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (i) of
this Section, the obligations of the Trustee under SECTION 6.02 and the last
paragraph of SECTION.3.03 shall survive.

     SECTION 6.02. Subject to the provisions of the last paragraph of SECTION
3.03, all money deposited with the Trustee pursuant to SECTION 6.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     SECTION 6.03. Unless this SECTION 6.03 shall be deemed inapplicable to a
series of Notes pursuant to the Board Resolution or supplemental Indenture
creating such series, the Company shall be deemed to have paid and discharged
the entire indebtedness on all the Outstanding Notes of any such series and the
Trustee, at the demand of and at the

                                                                              36
<Page>


expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when

          (1) either

               (A) with respect to all Outstanding Notes of such series,

                    (i) the Company has deposited or caused to be deposited with
               the Trustee as trust funds in trust for the purpose of
               discharging such indebtedness an amount sufficient to pay and
               discharge the entire indebtedness on all Outstanding Notes of
               such series for principal (and premium, if any) and interest to
               the Stated Maturity or any Redemption Date as contemplated by the
               penultimate paragraph of this SECTION 6.03, as the case may be;
               or

                    (ii) the Company has deposited or caused to be deposited
               with the Trustee as obligations in trust for the purpose of
               discharging such indebtedness such amount of direct obligations
               of, or obligations the principal of and interest on which are
               fully guaranteed by, the United States of America and which are
               not callable at the option of the issuer thereof as will,
               together with the income to accrue thereon without consideration
               of any reinvestment thereof, be sufficient to pay and discharge
               the entire indebtedness on all Outstanding Notes of such series
               for principal (and premium, if any) and interest to the Stated
               Maturity or any Redemption Date as contemplated by the
               penultimate paragraph of this SECTION 6.03, as the case may be;
               or

               (B) the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified in the Board Resolution or
          supplemental indenture applicable to the Notes of such series; and

          (2) the Company has paid or caused to be paid all other sums payable
     with respect to the Outstanding Notes of such series; and

          (3) the Company has delivered to the Trustee a certificate of a firm
     of independent public accountants certifying as to the sufficiency of the
     amounts deposited pursuant to subsections (A)(i) or (ii) of this Section
     for payment of the principal (and premium, if any) and interest on the
     dates such payments are due, an Officers' Certificate and an Opinion of
     Counsel, each such Certificate and Opinion stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     the entire indebtedness on all Outstanding Notes of any such series have
     been complied with.

     Any deposits with the Trustee referred to in SECTION 6.03(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance satisfactory to the Trustee. If any Outstanding Notes of such
series are to be redeemed prior to their Stated Maturity, whether pursuant to
any optional redemption provisions or in accordance with any mandatory sinking
fund requirement, the Company shall make such arrangements as are satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company.

     Upon the satisfaction of the conditions set forth in this SECTION 6.03 WITH
respect to all the Outstanding Notes of any series, the terms and conditions of
such series, including the terms and conditions with respect thereto set forth
in this Indenture, shall no longer be binding upon, or applicable to, the
Company, other than the provisions of SECTIONS


                                                                              37
<Page>


2.06, 2.07 and 3.02 and other than the right of Holders of Notes of such series
to receive, from the trust fund described in this Section, payment of the
principal of and the interest on such Notes when such payment are due and other
than the rights, powers, duties and immunities of the Trustee hereunder
(including the obligations of the Company to the Trustee under SECTION 8.07).

                                   ARTICLE VII
                                    REMEDIES

     SECTION 7.01. "EVENT OF DEFAULT", wherever used herein with respect to
Notes of any series, means anyone of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

          (1) default in the payment (whether or not payment is prohibited under
     ARTICLE XII) of any interest upon any Note of that series when it becomes
     due and payable, and continuance of such default for a period of 30 days;
     or

          (2) default in the payment (whether or not payment is prohibited under
     ARTICLE XII) of the principal of (or premium, if any, on) any Note of that
     series at its Maturity; or

          (3) default in the deposit under SECTION 5.10 of any installment of
     any sinking fund or similar payment with respect to Notes of that series
     when and as payable by the terms of the Board Resolution or supplemental
     indenture establishing such series, and continuance of such default for a
     period of 30 days; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this SECTION
     7.01 specifically dealt with or which has expressly been included in the
     Indenture solely for the benefit of Notes of a series other than that
     series), and continuance of such default or breach for the period of time
     and after the notice specified below;

          (5) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under the Federal Bankruptcy
     Code or any other applicable Federal or State law, or appointing a
     receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Company or of any substantial part of its property, or
     ordering the winding up or liquidation of its affairs, and the continuance
     of any such decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (6) the institution by the Company of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under the
     Federal Bankruptcy Code or any other applicable Federal or State law, or
     the consent by it to the filing of any such petition or to the appointment
     of a receiver, liquidator, assignee, trustee, sequestrator (or other
     similar official) of the Company or of any substantial part of its
     property, or the making by it of an assignment for the benefit of
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due, or the taking of corporate action by
     the Company in furtherance of any such action; or



                                                                              38
<Page>

          (7) default by the Company beyond any period of grace provided for
     with respect thereto in any payment of principal or interest on any
     obligation for borrowed money, other than any of the Notes, under an
     indenture in which the Trustee is acting as the trustee for security
     holders, or in the performance of any other term, condition or covenant
     contained in any such indenture, which results in the principal amount of
     such indebtedness becoming or being declared due and payable prior to the
     date on which it would otherwise be due and payable, without such
     acceleration being rescinded or annulled within the period and after the
     notice specified below, and such principal amount exceeds $150,000,000.


     A default with respect to any series of Notes under clause (4) or clause
(7) is not an Event of Default until the Trustee notifies the Company, or the
Holders of at least 25% in principal amount of the outstanding Notes of that
series notify the Company and the Trustee, of the default and the Company does
not cure the default within 60 days in the case of clause (4) and 30 days in the
case of clause (7) after receipt of the notice. The notice must specify the
default, demand that it be remedied and state that the notice is a "Notice of
Default."

     SECTION 7.02. If an Event of Default occurs with respect to Notes of any
series at the time Outstanding and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes of that series may declare the principal of all the Notes of
that series (or, if the Notes of that series are Original Issue Discount Notes,
such portion of the principal amount thereof as may be specified in the terms of
such Notes) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal shall become immediately due and payable.

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

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

               (A) all overdue installments of interest, if any, on all Notes of
          that series,

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

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest, if any, at the rate or
          the respective rates borne by the Notes of that series or at a rate
          otherwise specified therein, and

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

     and


                                                                              39
<Page>


          (2) all Events of Default, other than the non-payment of the principal
     of Notes of that series which have become due solely by such acceleration,
     have been cured or waived as provided in SECTION 7.13.


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

     SECTION 7.03. The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such Notes for
principal (and premium, if any) and interest, with interest upon the overdue
principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest, at the rate
or respective rates borne by such Notes or at the rate or respective rates
specified therein; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     If the Company fails to pay such amount forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated.

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

     SECTION 7.04. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Notes and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses,



                                                                              40
<Page>

     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under SECTION 8.07.

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

     SECTION 7.05. All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

     SECTION 7.06. Any money collected by the Trustee pursuant to this ARTICLE
VII shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Notes, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     8.07;

          SECOND: To the payment of the amounts then due and unpaid upon the
     Notes 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 Notes for principal (and premium, if any) and interest,
     respectively; and

          THIRD: To the payment of the remainder, if any, to the Company or any
     other Person lawfully entitled thereto.

     SECTION 7.07. No Holder of any Note of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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



                                                                              41
<Page>


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

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

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

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

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

     SECTION 7.08. Notwithstanding any other provision in this Indenture, the
Holder of any Note shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
SECTION 2.07) interest on such Note on the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

     SECTION 7.09. If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

     SECTION 7.10. No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 7.11. No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this ARTICLE VII or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.


                                                                              42
<Page>


     SECTION 7.12. The Holders of a majority in principal amount of the
Outstanding Notes 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, provided that

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

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

     SECTION 7.13. The Holders of a majority in principal amount of the
Outstanding Notes of any series affected by an Event of Default may on behalf of
the Holders of such series of Notes waive any past default hereunder and its
consequences, except a default

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

          (2) in respect of a covenant or provision hereof which under SecTION
     11.02 cannot be modified or amended without the consent of the Holder of
     each Outstanding Note affected.

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

     SECTION 7.14. All parties to this Indenture agree, and each Holder of any
Note by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered, or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this SecTION 7.14. shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than l0% in principal amount of any series of the
Outstanding Notes, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any Note
on or after the respective Stated Maturities expressed in such Note for such
interest (or, in the case of redemption, on or after the Redemption Date).

     SECTION 7.15. The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


                                                                              43

<Page>



                                  ARTICLE VIII
                                   THE TRUSTEE

     SECTION 8.01. (a) Except during the continuance of an Event of Default:

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

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

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

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

               (1) this SUBSECTION (C) shall not be construed to limit the
          effect of SUBSECTION (A) of this SECTION 8.01;

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

               (3) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in principal amount of the
          Outstanding Notes 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;
          and

               (4) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers.

          (d) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this SECTION 8.01.

     SECTION 8.02. Within 90 days after the occurrence of any default hereunder,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Note Register, notice of such default hereunder known to the
Trustee, Unless such default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Note or



                                                                              44
<Page>


in the payment of any sinking or purchase fund installment, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders; and PROVIDED, FURTHER, that in the
case of any default of the character specified in SECTION 7.01(4) no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this SECTION 8.02 the term "DEFAULT" means: any event which
is, or after notice or lapse of time or both would become, an Event of Default.

     SECTION 8.03. Except as otherwise provided in SECTION 8.01:

               (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, direction, consent,
          order, bond, debenture or other paper or document believed by it to be
          genuine and to have been signed or presented by the proper party or
          parties;

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

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

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

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

               (f) the Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture or other paper or document, but the Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit, and, if the Trustee shall
          determine to make such further inquiry or investigation, it shall be
          entitled to examine the books, records and premises of the Company,
          personally or by agent or attorney;

               (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; and

               (h) the Trustee shall not be liable for any action 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.



                                                                              45
<Page>


     SECTION 8.04. The recitals contained herein and in the Notes, except the
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Company of Notes or the proceeds thereof.

     SECTION 8.05. The Trustee, any Paying Agent, Note Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Notes and, subject to SECTIONS 8.08 and 8.09 may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Note Registrar or such other agent.

     SECTION 8.06. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

     SECTION 8.07. The Company agrees

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

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

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, cost, liability or expense incurred without negligence or bad faith
     on its part, 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 or liability in connection with the exercise or
     performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this SECTION 8.07 the Trustee shall have a lien prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Notes.

     SECTION 8.08. This Indenture shall always have a Trustee with respect
to the Notes of each series which satisfies the requirements of TIA
Sections 310(a)(1). The Trustee shall always have a combined capital and
surplus of at least $5,000,000 as set forth in its most recent annual report
of condition.

     SECTION 8.09. The Trustee is subject to TIA Sections 311(a), excluding
any creditor relationship listed in TIA Sections 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Sections 311(a) to the
extent indicated.

     SECTION 8.10. (a) No resignation OR removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
SECTION 8.11.



                                                                              46
<Page>


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

          (c) The Trustee may be removed at any time by Act of the Holders of a
     majority in principal amount OF the Outstanding Notes, delivered to the
     Trustee and to the Company.

          (d) If at any time:

               (1) the Trustee shall fail to comply with SECTION 8.08(B) after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder for at least six months, or

               (2) the Trustee shall cease to be eligible under SECTION 8.08(A)
          and shall fail to resign after written request therefor by the Company
          or by any such Holder or

               (3) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Trustee or of
          its properly shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation, then, in any
          such case, (i) the Company by a Board Resolution may remove the
          Trustee, or (ii) subject to SECTION 7.14, any Holder who has been a
          bona fide Holder for at least six months may, on behalf of himself and
          all others similarly situated, petition any court of competent
          jurisdiction for the removal of the Trustee and the appointment of a
          successor Trustee.

          (e) If the Trustee shall resign, be removed or become incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     the Company, by a Board Resolution, shall promptly appoint a successor
     Trustee. If, within one year after such resignation, removal or
     incapability, or the occurrence of such vacancy, a successor Trustee shall
     be appointed by Act of the Holders of a majority in principal amount of the
     Outstanding Notes delivered to the Company and the retiring Trustee, the
     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment, become the successor Trustee and supersede the successor
     Trustee appointed by the Company. If no successor Trustee shall have been
     so appointed by the Company or the Holders and accepted appointment in the
     manner hereinafter provided, any Holder who has been a bona fide Holder for
     at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the appointment
     of a successor Trustee.

          (f) The Company shall give notice of each resignation and each removal
     of the Trustee and each appointment of a successor Trustee to the Holders
     as their names and addresses appear in the Note Register. Each notice shall
     include the name of the successor Trustee and the address of its principal
     corporate trust office.

     SECTION 8.11. Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring


                                                                              47
<Page>


Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and truths 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, subject
nevertheless to its lien, if any, provided for in SECTION 8.07. Upon request of
any such successor Trustee, the Company shall execute any and an instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

     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 VIII.

     SECTION 8.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this ARTICLE VIII, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes 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 Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

                                   ARTICLE IX
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 9.01. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee, between March 1 and March 15 and between
September 1 and September 15 in each 12 months' period beginning with March 1,
1990, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders as
of a date not more than 15 days prior to the time such information is furnished.
So long as the Trustee is the Note Registrar no such list need be furnished.

     SECTION 9.02. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in SECTION 9.01 and the names
and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
SECTION 9.01 upon receipt of a new list so furnished.

     (b) Holders of Notes may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Note Registrar, and anyone else shall have the
protection of TIA ss. 312(c).

     SECTION 9.03. (a) The term "REPORTING DATE", as used in this SECTION 9.03,
means November 15. Within 60 days after the reporting date in each year, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Note Register, a brief report dated as of such reporting date that
complies with TIA ss. 313(a). The Trustee shall also comply with TIA ss. 313(b).

     (b) Reports pursuant to this SECTION 9.03 shall be transmitted by mail:



                                       48
<Page>

     (1) to all Holders of Notes, as the names and addresses of such Holders
appear in the Note Register;

     (2) to such Holders of Notes as have, within the 2 years preceding such
transmission, filed their names and addresses with the Trustee for that
purpose; and except in the case of reports pursuant to TIA ss. 313(b), to all
Holders of Notes whose names and addresses have been furnished to or received
by the Trustee pursuant to SECTION 9.01.

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

                                    ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 10.01. The Company shall not consolidate with or merge into any
other corporation or convey, transfer, sell or lease its properties and assets
as, or substantially as, an entirety to any Person, unless:

          (1) the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer,
     sale or lease the properties and assets of the Company as, or substantially
     as, an entirety shall be a corporation organized and existing under the
     laws of the United States of America or any State or the District of
     Columbia, and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
     the due and punctual payment of the principal of (and premium, if any) and
     interest on all the Notes and the performance of every covenant of this
     Indenture on the part of the Company to be performed or observed;

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

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel each stating that such consolidation, merger,
     conveyance or transfer and such supplemental indenture comply with this
     SECTION 10.01 and that an conditions precedent herein provided for relating
     to such transaction have been complied with.

     SECTION 10.02. Upon any consolidation or merger, or any conveyance,
transfer, sale or lease of the properties and assets of the Company as, or
substantially as, an entirety in accordance with SECTION 10.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer, sale or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Notes.



                                       49
<Page>

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

     SECTION 11.01. Without the consent of any Holder, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

          (1) to create a new series of Notes;

          (2) to evidence the succession of another corporation to the Company,
     and the assumption by any such successor of the covenants of the Company
     herein and in the Notes contained;

          (3) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Notes (and if such covenants are to be for
     the benefit of less than all series of Notes, 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;

          (4) to add any additional Events of Default with respect to all or any
     series of Notes;

          (5) to cure any ambiguity, defect, or inconsistency or to correct or
     supplement any provision contained herein or in any supplemental indenture
     or in any Notes issued hereunder;

          (6) to provide for uncertificated Notes in addition to certificated
     Notes;

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

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Notes of one or more
     series and to add to or change any of the provisions of this Indenture as
     shall be necessary to provide for or facilitate the administration of the
     trusts hereunder by more than one Trustee, pursuant to the requirements of
     SECTION 8.11; or

          (9) to make any change that does not adversely affect the rights of
     any Holder of Notes which are Outstanding.

     SECTION 11.02. Subject W the provisions of SECTION 7.12 and SECTION 7.13,
with the consent of the Holders of not less than a majority in principal amount
of the Outstanding Notes of each series which are affected, evidenced by Act of
said Holders delivered to the Company and the Trustee, the Company. when
authorized by a Board Resolution. and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Notes of such series thereof under this Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby,



                                       50
<Page>


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

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

          (3) modify any of the provisions of this SECTION 11.02 or SECTION
     7.13, except to increase any such percentage or to provide that certain
     other provisions of this Indenture cannot be modified or waived without the
     consent OF the Holder of each Note affected thereby PROVIDED, HOWEVER, that
     this clause shall not be deemed to require the consent of any Holder with
     respect to changes in the references to "the Trustee" and concomitant
     changes in this Section and SECTION 3.08, or the deletion of this proviso,
     in accordance with the requirements of SECTIONS 8.11 and 11.01(8).

     It shall not be necessary for any Act of Holders under this SECTION 11.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

     SECTION 11.03. In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this ARTICLE XI or the modification
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to SECTION 8.01) shall be fully protected in relying
upon, an Opinion of Counsel, stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that such
supplemental indenture is a valid and binding obligation of the Company in
accordance with its terms. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

     SECTION 11.04. Upon the execution of any supplemental indenture under this
ARTICLE XI, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

     SECTION 11.05. Every supplemental indenture executed pursuant to this
ARTICLE XI shall conform to the requirements of TIA as then in effect.

     SECTION 11.06. Notes authenticated and delivered after the execution of any
applicable supplemental indenture pursuant to this ARTICLE XI may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any mater provided for in such supplemental indenture. If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.



                                                                              51
<Page>


                                   ARTICLE XII
                                  SUBORDINATION

     SECTION 12.01. Anything in this Indenture or any Note to the contrary
notwithstanding, the indebtedness evidenced by the Notes shall be subordinate
and junior in right of payment, to the extent and in the manner hereinafter set
forth, to all Senior Indebtedness of the Company whether outstanding at the date
of this Indenture or incurred after the date of this Indenture:

          (1) In the event of any insolvency or bankruptcy proceedings, and any
     receivership, liquidation, reorganization or other similar proceedings in
     connection therewith, relative to the Company or to its creditors, as such,
     or to its property, and in the event of any proceedings for voluntary
     liquidation, dissolution or other winding up of the Company, whether or not
     involving insolvency or bankruptcy, then the holders of Senior Indebtedness
     shall be entitled to receive payment in full of all principal and interest
     on all Senior Indebtedness before the Holders are entitled to receive any
     payment on account of principal or interest upon the Notes, and to that end
     (but subject to the power of a court of competent jurisdiction to make
     other equitable provision reflecting the rights conferred in this Indenture
     upon the Senior Indebtedness and the holders thereof with respect to the
     subordinated indebtedness represented by the Notes and the Holders thereof
     by a lawful plan of reorganization under applicable bankruptcy law) the
     holders of Senior Indebtedness shall be entitled to receive for application
     in payment thereof any payment or distribution of any kind or character,
     whether in cash or property or securities, which may be payable or
     deliverable in any such proceedings in respect of the Notes, except
     securities which are subordinate and junior in right of payment to the
     payment of all Senior Indebtedness then outstanding.

          (2) In the event that any Note is declared or becomes due and payable
     before its expressed maturity because of the occurrence of a default
     hereunder (under circumstances when the provisions of the foregoing clause
     (1) shall not be applicable), the holders of the Senior Indebtedness
     outstanding at the time such Note so becomes due and payable because of
     such occurrence of such default shall be entitled to receive payment in
     full of all principal and interest on all Senior Indebtedness before the
     Holders are entitled to receive any payment on account of the principal or
     interest upon the Notes; and

          (3) Without limiting the foregoing, no payment of principal, premium
     or interest shall be made upon the Notes during the continuance of any
     default in the making of any required payment under any sinking fund or
     analogous fund created for the benefit of any Senior Indebtedness or any
     other default in the payment of principal of, or interest on, any Senior
     Indebtedness then outstanding, whether by lapse of time, by declaration, by
     call or notice of prepayment or otherwise.

     No present or future holder of Senior Indebtedness shall be prejudiced in
his right to enforce subordination of the Notes by any act or failure to act on
the part of the Company. The provisions of this SECTION 12.01 ARE solely for the
purpose of defining the relative rights of the holders of Senior Indebtedness on
the one hand, and the Holders of the Notes on the other hand, and nothing herein
shall impair, as between the Company and the Holder of any Note, the obligation
of the Company, which is unconditional and absolute, to pay to the Holder the
principal, premium, if any, and interest thereon in accordance with its terms,
nor shall anything herein prevent the Holder of a Note from exercising all
remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights, if any, under this SECTION 12.01 of holders of
Senior



                                                                              52
<Page>



Indebtedness to receive cash, property or securities otherwise payable or
deliverable to the holders of the Notes. The Company agrees, for the benefit of
the holders of Senior Indebtedness, that in the event that any Note is declared
due and payable before its expressed maturity because of the occurrence of a
default hereunder (a) the Company will give prompt notice in writing of such
happening to the holders of Senior Indebtedness and (b) all Senior Indebtedness
shall forthwith become immediately due and payable upon demand, regardless of
the expressed maturity thereof. Senior Subordinated Indebtedness issued
hereunder shall rank on a parity with all other senior subordinated indebtedness
issued under other indentures between the Company and the Trustee.

     SECTION 12.02. By accepting a Note, the Holder authorizes and directs the
Trustee to take in the Holder's behalf such action as may be necessary or
appropriate to effectuate the subornation as provided in this ARTICLE XII and
appoints the Trustee his attorney-in-fact for any and all such purposes.

     SECTION 12.03. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act in good faith by
any such holder, or any waiver, modification or amendment of the provisions
relating to Senior Indebtedness, or any release of security for Senior
Indebtedness regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


                                   TESTIMONIUM

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

     In Witness whereof, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                       HSBC Finance Corporation

                                       By
                                             --------------------------------
Attest

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

                                       BNY Midwest Trust Company,
                                       as Trustee


                                       By
                                             --------------------------------

Attest



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