<Page>

                                                                    EXHIBIT 4(c)

                             THE ALPINE GROUP, INC.
                                  (as Obligor)

                                       and

                     AMERICAN STOCK TRANSFER & TRUST COMPANY
                                  (as Trustee)

         $10,000,000 6% Junior Subordinated Notes due December 31, 2010

                                    Indenture

                           Dated as of August 4, 2003

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                                TABLE OF CONTENTS

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                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

Section 1.02     Officers' Certificates and Opinions...........................................................8

Section 1.03     Form of Documents Delivered to Trustee........................................................8

Section 1.04     Acts of Holders...............................................................................9

Section 1.05     Notices, Etc., to Trustee and Obligor........................................................10

Section 1.06     Notice to Holders; Waiver....................................................................10

Section 1.07     Conflict with Trust Indenture Act............................................................10

Section 1.08     Effect of Headings and Table of Contents.....................................................10

Section 1.09     Successors and Assigns.......................................................................11

Section 1.10     Separability Clause..........................................................................11

Section 1.11     Benefits of Indenture........................................................................11

Section 1.12     Governing Law................................................................................11

Section 1.13     Counterparts.................................................................................11

Section 1.14     Legal Holidays...............................................................................11

                                   ARTICLE II
                                    THE NOTES

Section 2.01     Form and Dating..............................................................................11

Section 2.02     Execution and Authentication; Aggregate Principal Amount.....................................12

Section 2.03     Temporary Notes..............................................................................12

Section 2.04     Registration, Transfer and Exchange..........................................................13

Section 2.05     Mutilated, Destroyed, Lost and Stolen Notes..................................................13

Section 2.06     Payment of Interest; Interest Rights Preserved...............................................14

Section 2.07     Persons Deemed Owners........................................................................15

Section 2.08     Cancellation.................................................................................15

Section 2.09     Computation of Interest......................................................................15

Section 2.10     CUSIP Numbers................................................................................15
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                                TABLE OF CONTENTS
                                   (continued)

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                                   ARTICLE III
                           SATISFACTION AND DISCHARGE

Section 3.01     Satisfaction and Discharge of Indenture......................................................16

Section 3.02     Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations....17

Section 3.03     Application of Trust Money...................................................................18

Section 3.04     Paying Agent to Repay Moneys Held............................................................18

Section 3.05     Return of Unclaimed Amounts..................................................................19

                                   ARTICLE IV
                                    REMEDIES

Section 4.01     Events of Default............................................................................19

Section 4.02     Acceleration of Maturity; Rescission and Annulment...........................................20

Section 4.03     Collection of Indebtedness and Suits for Enforcement.........................................21

Section 4.04     Trustee May File Proofs of Claim.............................................................22

Section 4.05     Trustee May Enforce Claims Without Possession of Notes.......................................22

Section 4.06     Application of Money Collected...............................................................23

Section 4.07     Limitation on Suits..........................................................................23

Section 4.08     Unconditional Right of Holders to Receive Payment of Principal, Premium and Interest.........23

Section 4.09     Restoration of Rights and Remedies...........................................................24

Section 4.10     Rights and Remedies Cumulative...............................................................24

Section 4.11     Delay or Omission Not Waiver.................................................................24

Section 4.12     Control by Holders...........................................................................24

Section 4.13     Waiver of Past Defaults......................................................................24

Section 4.14     Undertaking for Costs........................................................................25

Section 4.15     Waiver of Stay or Extension Laws.............................................................25

                                    ARTICLE V
                                   THE TRUSTEE

Section 5.01     Certain Duties and Responsibilities of Trustee...............................................25

Section 5.02     Notice of Defaults...........................................................................26

Section 5.03     Certain Rights of Trustee....................................................................26

Section 5.04     Not Responsible for Recitals or Issuance of Notes............................................27
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                                TABLE OF CONTENTS
                                   (continued)

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Section 5.05     May Hold Notes...............................................................................27

Section 5.06     Money Held in Trust..........................................................................28

Section 5.07     Compensation and Reimbursement...............................................................28

Section 5.08     Disqualification; Conflicting Interests......................................................28

Section 5.09     Corporate Trustee Required; Eligibility......................................................28

Section 5.10     Resignation and Removal; Appointment of Successor............................................29

Section 5.11     Acceptance of Appointment by Successor.......................................................30

Section 5.12     Merger, Conversion, Consolidation or Succession to Business..................................30

Section 5.13     Preferential Collection of Claims Against Obligor............................................30

Section 5.14     Appointment of Authenticating Agent..........................................................30

                                   ARTICLE VI
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

Section 6.01     Obligor to Furnish Trustee Names and Addresses of Holders....................................32

Section 6.02     Preservation of Information; Communications to Holders.......................................32

Section 6.03     Reports by Trustee...........................................................................33

Section 6.04     Reports by Obligor...........................................................................34

                                   ARTICLE VII
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 7.01     Obligor May Consolidate, Etc., Only on Certain Terms.........................................34

Section 7.02     Successor Entity Substituted.................................................................35

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

Section 8.01     Supplemental Indentures Without Consent of Holders...........................................35

Section 8.02     Supplemental Indentures with Consent of Holders..............................................36

Section 8.03     Execution of Supplemental Indentures.........................................................37

Section 8.04     Effect of Supplemental Indentures............................................................37

Section 8.05     Conformity with Trust Indenture Act..........................................................37

                                   ARTICLE IX
                                    COVENANTS

Section 9.01     Payment of Principal, Premium and Interest...................................................37

Section 9.02     Maintenance of Office or Agency..............................................................37
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                                TABLE OF CONTENTS
                                   (continued)

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Section 9.03     Money for Note Payments to be Held in Trust..................................................38

Section 9.04     Certificate to Trustee.......................................................................39

Section 9.05     Existence....................................................................................39

                                    ARTICLE X
                               REDEMPTION OF NOTES

Section 10.01    Election to Redeem Notice to Trustee.........................................................39

Section 10.02    Notice of Redemption.........................................................................39

Section 10.03    Deposit of Redemption Price..................................................................40

Section 10.04    Notes Payable on Redemption Date.............................................................40

Section 10.05    Optional Redemption..........................................................................40

Section 10.06    No Sinking Fund; Redemption upon Change of Control...........................................41

Section 10.07    Mandatory Redemption.........................................................................41

                                   ARTICLE XI
                                  SUBORDINATION

Section 11.01    Notes Subordinate to Senior Debt.............................................................42

Section 11.02    Payment Over of Proceeds Upon Dissolution, Etc...............................................42

Section 11.03    Suspension of Payment When Senior Debt in Default............................................43

Section 11.04    Trustee's Relation to Senior Debt............................................................44

Section 11.05    Subrogation to Rights of Holders of Senior Debt..............................................44

Section 11.06    Provisions solely to Define Relative Rights..................................................44

Section 11.07    Trustee to Effectuate Subordination..........................................................45

Section 11.08    No Waiver of Subordination Provisions........................................................45

Section 11.09    Notice to Trustee............................................................................45

Section 11.10    Reliance on Judicial Order or Certificate of Liquidating Agent...............................46

Section 11.11    Rights of Trustee as a Holder of Senior Debt;
                 Preservation of Trustee's Rights.............................................................46

Section 11.12    Article Applicable to Paying Agents..........................................................46

EXHIBIT A        FORM OF NOTE................................................................................A-1
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          THIS INDENTURE, among The Alpine Group, Inc., a Delaware corporation
(the "OBLIGOR"), having its principal office at One Meadowlands Plaza, Suite
200, East Rutherford, New Jersey 07073, and American Stock Transfer & Trust
Company, a corporation incorporated and existing under the laws of the State of
New York, as trustee (the "TRUSTEE"), is made and entered into as of this 4th
day of August, 2003.

                            AGREEMENTS OF THE PARTIES

          To set forth or to provide for the establishment of the terms and
conditions upon which the Notes (as hereinafter defined) are to be
authenticated, issued, and delivered, and in consideration of the premises
thereof, and the purchase of the Notes by the Holders (as hereinafter defined)
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders from time to time of the Obligor's 6% Junior Subordinated
Notes due December 31, 2010 (the "NOTES"), as follows:

                             RECITALS OF THE OBLIGOR

          WHEREAS, the Obligor has duly authorized the execution and delivery of
this Indenture to provide for the issuance of the Notes, to be issued in fully
registered form; and

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

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 1.01  DEFINITIONS. For all purposes of this Indenture, and of
any indenture supplemental hereto, except as otherwise expressly provided or
unless the context otherwise requires:

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

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

          (3)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with U.S. GAAP; and

          (4)   all references in this instrument to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this instrument as originally executed. The words
"herein," "hereof," and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section, or other
subdivision.

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

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

          "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
authenticate Notes under Section 5.14.

          "AUTHENTICATION ORDER" has the meaning specified in Section 2.02.

          "BANKRUPTCY CODE" means title 11, U.S. Code, as amended, or any
similar state or federal law for the relief of debtors.

          "BOARD OF DIRECTORS" means, with respect to the Obligor, (a) the board
of directors of the Obligor or (b) any duly authorized committee of that board.

          "BOARD RESOLUTION" means, with respect to the Obligor, a copy of a
resolution of the Board of Directors certified by the Secretary or an Assistant
Secretary of the Obligor 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 any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in New York are
authorized or required by law, regulation or executive order to be closed.

          "CHANGE OF CONTROL" means the occurrence of any of the following
events:

          (A)   any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), other than Steven S. Elbaum or his
Affiliates (the "Permitted Holders"), becomes the "beneficial owner" (as defined
in Rules 13(d)-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the total outstanding Voting Stock of the Obligor;

          (B)   the Obligor consolidates with, or merges with or into, another
entity or conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person or entity, or any entity
consolidates with, or merges with or into, the Obligor, in any such event
pursuant to a transaction in which the outstanding Voting Stock of the Obligor
is converted into or exchanged for cash, securities or other property, other
than any such transaction where the outstanding Voting Stock of the Obligor is
not converted or exchanged at all (except to the extent necessary to reflect a
change in the jurisdiction of incorporation of the Obligor); or

          (C)   during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election by the Board of Directors or whose nomination for
election by the stockholders of the Obligor was approved by (x) a vote of at
least a majority of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved (as described in this clause (x) or in the following
clause (y)) or (y)

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the Permitted Holders) cease for any reason to constitute a majority of the
Board of Directors then in office.

          "CHANGE OF CONTROL OFFER" has the meaning specified in Section 10.06.

          "CHANGE OF CONTROL PURCHASE DATE" has the meaning specified in Section
10.06.

          "CHANGE OF CONTROL REDEMPTION PRICE" has the meaning specified in
Section 10.06.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this 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 REQUEST" or "COMPANY ORDER" means a written request or order,
respectively, signed in the name of the Obligor by any Officer thereof and
delivered to the Trustee.

          "CORPORATE TRUST OFFICE" means the office of the Trustee in the City
of New York at which at any particular time its corporate trust business shall
be principally administered, which office at the date hereof is located at 59
Maiden Lane, New York, New York 10038, except that with respect to the
presentation of Notes for payment or registration of transfer or exchange and
with respect to the location of the Security Register, such term shall mean the
office or the agency of the Trustee in said city at which at any particular time
its corporate agency business shall be conducted, which office at the date
hereof is located at 59 Maiden Lane, New York, New York 10038.

          "COVENANT DEFEASANCE" has the meaning specified in Section 3.02.

          "DEFAULTED INTEREST" has the meaning specified in Section 2.06.

          "DISCHARGED" has the meaning specified in Section 3.02.

          "ENTITY" means any corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unincorporated organization.

          "EVENT OF DEFAULT" has the meaning specified in Section 4.01.

          "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "HOLDER" and "HOLDER OF NOTES" means a Person in whose name a Note is
registered in the Security Register.

          "INDENTURE" or "THIS INDENTURE" means this Indenture, as amended or
supplemented from time to time, including the Exhibits hereto.

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          "INTEREST PAYMENT DATE," when used with respect to any Note, means the
date specified in such Note on which an installment of interest on such Note is
scheduled to be paid.

          "ISSUE DATE" means August 4, 2003.

          "LEGAL DEFEASANCE" has the meaning specified in Section 3.02.

          "MATURITY," when used with respect to any Note, means the date on
which all or a portion of the principal amount outstanding under such Note
becomes due and payable, whether on the Maturity Date, by declaration of
acceleration, call for redemption or otherwise.

          "MATURITY DATE" means December 31, 2010.

          "NON-PAYMENT EVENT OF DEFAULT" means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons (whether or not
dependent upon the giving of notice, the lapse of time or both or any other
condition) to accelerate the maturity of any Senior Debt.

          "NOTE" has the meaning specified in the Agreements of the Parties on
the first page of this Indenture.

          "OBLIGOR" means The Alpine Group, Inc., a Delaware corporation, unless
and until a successor Entity or assign shall have assumed the obligations of the
Obligor under this Indenture and the Notes and thereafter "OBLIGOR" shall mean
such successor Entity or assign.

          "OFFICER" means, with respect to the Obligor, the Chairman of the
Board, the Chief Executive Officer, the Chief Financial Officer, the Executive
Vice President, any Vice President, the Treasurer, the Assistant Treasurer,
Secretary, Assistant Secretary or any other officer or officers of the Obligor
designated pursuant to an applicable Board Resolution.

          "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed on behalf of such Person by any two Officers of such Person
that meets the applicable requirements of this Indenture.

          "OPINION OF COUNSEL" means, with respect to the Obligor or the
Trustee, a written opinion of counsel to the Obligor or the Trustee, as the case
may be, which counsel may be an employee of the Obligor or the Trustee, as the
case may be.

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

          (a)   such Notes theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (b)   such Notes, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited in trust with
     the Trustee or with any Paying Agent other than the Obligor, or, if the
     Obligor shall act as its own Paying Agent, has been set aside and
     segregated in trust by the Obligor; PROVIDED, in any case,

                                        4
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     that if such Notes are to be redeemed prior to their Maturity Date, notice
     of such redemption has been duly given pursuant to this Indenture or
     provision therefor satisfactory to the Trustee has been made;

          (c)   such Notes in exchange for or in lieu of which other Notes have
     been authenticated and delivered pursuant to this Indenture, or which shall
     have been paid, in each case, pursuant to the terms of Section 2.05 (except
     with respect to any such Note as to which proof satisfactory to the Trustee
     is presented that such Note is held by a person in whose hands such Note is
     a legal, valid, and binding obligation of the Obligor); and

          (d)   solely to the extent provided in Article III, Notes which are
     subject to Legal Defeasance or Covenant Defeasance as provided in Section
     3.02.

          In determining whether the Holders of the requisite principal amount
of such Notes Outstanding have given a direction concerning the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or concerning the exercise of any trust or power conferred upon the Trustee
under this Indenture, or concerning a consent on behalf of the Holders of the
Notes to the waiver of any past default and its consequences, Notes owned by the
Obligor, any other obligor upon the Notes, or any Affiliate of the Obligor or
such other obligor shall be disregarded and deemed not to be Outstanding. In
determining whether the Trustee shall be protected in relying upon any request,
demand, authorization, direction, notice, consent, or waiver hereunder, only
Notes which a Responsible Officer assigned to the corporate trust department of
the Trustee knows to be owned by the Obligor or any other obligor upon the Notes
or any Affiliate of the Obligor or such other obligor shall be so disregarded.
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 to act as owner with respect to such Notes and that the pledgee
is not the Obligor or any other obligor upon the Notes or any Affiliate of the
Obligor or such other obligor.

          "PARENT" has the meaning specified in Section 2.04.

          "PAYING AGENT" means any Person appointed by the Obligor to distribute
amounts payable by the Obligor on the Notes. As of the date of this Indenture,
the Obligor has appointed American Stock Transfer & Trust Company as Paying
Agent with respect to all Notes issuable hereunder.

          "PAYMENT DEFAULT" means any default, whether or not dependent upon the
giving of notice, the lapse of time or both, or any other condition to such
default becoming an Event of Default, in the payment of principal of (or
premium, if any) or interest on or any other amount payable in connection with
Senior Debt.

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

          "PLACE OF PAYMENT" means the place specified pursuant to Section 9.02.

          "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

                                        5
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the purposes of this definition, any Note authenticated and delivered under
Section 2.05 in lieu of a lost, destroyed, mutilated, or stolen Note shall be
deemed to evidence the same debt as the lost, destroyed, mutilated, or stolen
Note.

          "RECORD DATE" means any date as of which the Holder of a Note will be
determined for any purpose described herein, such determination to be made as of
the close of business on such date by reference to the Security Register, and in
relation to a determination of a payment of an installment of interest on the
Notes, shall have the meaning specified in the form of Note attached as Exhibit
A hereto.

          "REDEMPTION DATE" means the date fixed for the redemption of the Notes
in any notice of redemption issued pursuant to this Indenture.

          "REDEMPTION PRICE" means the price specified in Section 10.05.

          "REGISTRAR" means the Person who maintains the Security Register,
which Person shall be the Trustee unless and until a successor Registrar is
appointed by the Obligor.

          "REPRESENTATIVE" means any representative or agent acting as such on
behalf of the holders of Senior Debt.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
the chairman of the board of directors, the chairman of the executive committee
of the board of directors, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any senior trust officer or trust officer, the controller and
any assistant controller 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 or her
knowledge of and familiarity with the particular subject.

          "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended (or
any successor Act), and the rules and regulations of the Commission promulgated
thereunder (or respective successor thereto).

          "SECURITY REGISTER" has the meaning specified in Section 2.04.

          "SENIOR DEBT" means the principal of, premium, if any, interest on and
any other payment due pursuant to any of the following, whether outstanding at
the date hereof or hereafter incurred, created or assumed: (i) all monetary
obligations of the Obligor on a consolidated basis (including with respect to
the principal of, premium, if any, interest (including interest occurring
subsequent to the filing of a petition in bankruptcy or insolvency at the rate
specified in the document relating to any such monetary obligations, whether or
not such interest is an allowed claim permitted to be enforced against the
Obligor under applicable law), plus fees, penalties, expenses, indemnities,
damages or other liabilities in respect of any such monetary obligations),
whether or not evidenced by notes, debentures, bonds or other securities or
instruments issued by the Obligor and shall include, without limitation,
capitalized lease obligations and purchase money obligations; PROVIDED, HOWEVER,
that obligations to trade creditors incurred in the ordinary course of business
shall be excluded; (ii) all monetary obligations of the kinds described in the
preceding clause (i) assumed or guaranteed in any manner by the Obligor or in
effect guaranteed

                                        6
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by the Obligor; and (iii) all renewals, extensions or refundings of monetary
obligations of the kinds described in either of the preceding clauses (i) or
(ii), unless, in the case of any particular monetary obligation, renewal,
extension or refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such monetary
obligations, renewal, extension or refunding is not superior in right of payment
to or is pari passu with the Notes. Without limitation of the foregoing, the
term Senior Debt shall include those certain 12.25% Senior Secured Notes of the
Obligor (in the original aggregate principal amount of $12,200,000).

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 2.06.

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

          "SUBSIDIARY" of any specified Person means any Person at least a
majority of whose outstanding Voting Stock shall at the time be owned, directly
or indirectly, by the specified Person or by one or more of its Subsidiaries, or
both.

          "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended, as in force as of the date hereof; PROVIDED that, with respect to
every supplemental indenture executed pursuant to this Indenture, "TRUST
INDENTURE ACT" or "TIA" shall mean the Trust Indenture Act of 1939, as then in
effect.

          "TRUSTEE" means American Stock Transfer & Trust Company, unless and
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "TRUSTEE" shall mean and include
each Person who is then a Trustee hereunder.

          "U.S. GAAP" means accounting principles as are generally accepted in
the United States of America at the date of any computation required or
permitted under this Indenture.

          "U.S. GOVERNMENT OBLIGATIONS" means (a) securities that are direct
obligations of the United States of America, the payment of which is
unconditionally guaranteed by the full faith and credit of the United States of
America and (b) securities that are obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed by the full faith
and credit of the United States of America, and also includes depository
receipts issued by a bank or trust company as custodian with respect to any of
the securities described in the preceding clauses (a) and (b), and any payment
of interest or principal payable under any of the securities described in the
preceding clauses (a) and (b) that is held by such custodian for the account of
the holder of a depository receipt, PROVIDED that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt, or from

                                        7
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any amount received by the custodian in respect of such securities, or from any
specific payment of interest or principal payable under the securities evidenced
by such depository receipt.

          "VICE PRESIDENT" means, with respect to any Person, any vice president
of that Person, whether or not designated by a number or a word or words added
before or after the title "vice president."

          "VOTING STOCK" means, as applied to any Person, capital stock (or
other interests, including partnership or membership interests) of any class or
classes (however designated), the outstanding shares (or other interests) of
which have, by the terms thereof, ordinary voting power to elect a majority of
the members of the board of directors (or other governing body) of such Person,
other than stock (or other interests) having such power only by reason of the
happening of a contingency.

          Section 1.02  OFFICERS' CERTIFICATES AND OPINIONS. Every Officers'
Certificate, Opinion of Counsel and other certificate or opinion to be delivered
to the Trustee under this Indenture with respect to any action to be taken by
the Trustee shall include the following:

          (1)   a statement that each individual signing such certificate or
opinion has read all covenants and conditions of this Indenture relating to such
proposed action, including the definitions of all applicable capitalized terms;

          (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 or
she has made such examination or investigation as is necessary to enable him or
her 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  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

          (2)   Any certificate or opinion of an officer of the Obligor may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, legal counsel, unless such officer knows that any such
certificate, opinion, or representation is erroneous. Any opinion of counsel for
the Obligor may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Obligor, unless such counsel knows that any such certificate, opinion, or
representation is erroneous.

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          (3)   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, such instruments may, but need not, be
consolidated and form a single instrument.

          Section 1.04  ACTS OF HOLDERS.

          (1)   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 (if expressly required by the applicable terms of this
Indenture) to the Obligor. 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 5.01)
conclusive in favor of the Trustee and the Obligor, if made in the manner
provided in this Section.

          (2)   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 to such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by 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.

          (3)   The ownership of Notes shall for all purposes be determined by
reference to the Security Register, as such register shall exist as of the
applicable Record Date.

          (4)   If the Obligor shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Obligor may, at its option, by Board Resolution, fix in advance a Record Date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the
Obligor shall have no obligation to do so. If such Record Date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after such Record Date, but only the Holders of
record at the close of business on such Record Date shall be deemed to be
Holders for the purpose of determining whether Holders of the requisite
proportion of Notes Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Notes Outstanding shall be computed as of such
Record Date; PROVIDED that no such authorization, agreement or consent by the
Holders on such Record Date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after such Record Date.

          (5)   Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind each subsequent
Holder of such Note, and each

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Holder of any Note issued upon the transfer thereof or in exchange therefor or
in lieu thereof, with respect to anything done or suffered to be done by the
Trustee or the Obligor in reliance upon such action, whether or not notation of
such action is made upon such Note.

          Section 1.05  NOTICES, ETC., TO TRUSTEE AND OBLIGOR. Any request,
order, authorization, direction, consent, waiver or other action to be taken by
the Trustee, the Obligor or the Holders hereunder (including any Authentication
Order), and any notice to be given to the Trustee or the Obligor with respect to
any action taken or to be taken by the Trustee, the Obligor or the Holders
hereunder, shall be sufficient if made in writing and

          (1)   if to be furnished or delivered to or filed with the Trustee by
the Obligor or any Holder, delivered to the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department, or

          (2)   if to be furnished or delivered to the Obligor by the Trustee or
any Holder, and except as otherwise provided in Section 4.01(iii), mailed to the
Obligor, first-class postage prepaid, at the following address: One Meadowlands
Plaza, Suite 200, East Rutherford, New Jersey 07073, Attention: Chief Financial
Officer, or at any other address hereafter furnished in writing by the Obligor
to the Trustee.

          Section 1.06  NOTICE TO HOLDERS; WAIVER. Where this Indenture or any
Note provides for notice to Holders of any event or action, such notice shall be
sufficiently given (unless otherwise expressly provided herein or in such Note)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event or action, at his or her address as it appears in the Security
Register as of the applicable Record Date, if any, not later than the latest
date or earlier than the earliest date prescribed by this Indenture or such Note
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture or any Note 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 as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Holder when such notice is required to be given
pursuant to any provision of this Indenture or the applicable Note, then any
method of notification as shall be satisfactory to the Trustee and the Obligor
shall be deemed to be sufficient for the giving of such notice.

          Section 1.07  CONFLICT WITH TRUST INDENTURE ACT. 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 the TIA,
if this Indenture is hereafter qualified under the TIA, such required provision
shall control.

          Section 1.08  EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents hereof are for convenience
only and shall not affect the construction of any provision of this Indenture.

                                       10
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          Section 1.09  SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Obligor shall bind its successors and assigns, whether so
expressed or not.

          Section 1.10  SEPARABILITY CLAUSE. 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  BENEFITS OF INDENTURE. Nothing in this Indenture or in
any Notes, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder, the Authenticating Agent, the Registrar, any
Paying Agent, and the Holders of Notes (or such of them as may be affected
thereby), any benefit or any legal or equitable right, remedy or claim under
this Indenture.

          Section 1.12  GOVERNING LAW. This Indenture shall be governed by and
construed in accordance with the laws of the State of New York.

          Section 1.13  COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all of which shall together constitute but one and the same
instrument.

          Section 1.14  LEGAL HOLIDAYS. In any case where any Interest Payment
Date or the Redemption Date or the Maturity Date shall not be a Business Day,
then (notwithstanding any other provisions of this Indenture or of the Notes)
payment of interest or principal (and premium, if any) 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, the Redemption Date or
Maturity Date, PROVIDED that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Maturity Date, as the case
may be.

                                   ARTICLE II

                                    THE NOTES

          Section 2.01  FORM AND DATING.

          (1)   GENERAL.

          (i)   The Notes and the Trustee's certificate of authentication
     thereon shall be substantially in the form of Exhibit A hereto. The Notes
     may have notations, legends or endorsements placed thereon, as may be
     required to comply with law, stock exchange rule or as may, consistently
     herewith, be determined by the Officers executing such Notes, as evidenced
     by their execution of the Notes. Any portion of the text of any Note may be
     set forth on the reverse thereof, with an appropriate reference thereto on
     the face of the Note. Each Note shall be dated the date of its
     authentication.

          (ii)  The Notes, if any, shall be printed, lithographed or engraved or
     produced by any combination of those methods on steel engraved borders or
     may be produced in any other manner permitted by the rules of any
     securities exchange, if applicable, all as determined by the Officers
     executing such Notes, as evidenced by their execution of such Notes.

                                       11
<Page>

          (iii) The terms and provisions contained in the Notes shall
     constitute, and are hereby expressly made, a part of this Indenture and the
     Obligor and the Trustee, by their execution and delivery of this Indenture
     expressly agree to such terms and provisions and to be bound thereby.
     However, to the extent any provision of any Note conflicts with the express
     provisions of this Indenture, the provisions of this Indenture shall govern
     and be controlling. Except as otherwise expressly permitted in this
     Indenture, all Notes shall be identical in all respects. Notwithstanding
     any differences among them, all Notes issued under this Indenture shall
     vote and consent together on all matters as one class.

          (iv)  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
     therein executed by the Trustee by manual signature of an authorized
     officer, and such certificate upon any Note shall be conclusive evidence,
     and the only evidence, that such Note has been duly authenticated and
     delivered hereunder.

          (v)   All Notes issued under this Indenture shall in all respects be
     equally and ratably entitled to the benefits hereof, without preference,
     priority, or distinction.

          Section 2.02  EXECUTION AND AUTHENTICATION; AGGREGATE PRINCIPAL
AMOUNT.

          (1)   The Notes shall be executed on behalf of the Obligor by any two
Officers of the Obligor. The signature of any of these officers on the Notes may
be manual or facsimile. Typographical and other minor errors or defects in any
such signature shall not affect the validity or enforceability of any Note that
has been duly authenticated and delivered by the Trustee.

          (2)   Notes bearing the manual or facsimile signatures of individuals
who were at any time on or after the date hereof the proper officers of the
Obligor shall bind the Obligor, 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.

          (3)   The Trustee shall, upon receipt of a written order of the
Obligor signed by an Officer thereof (an "AUTHENTICATION ORDER"), in accordance
with procedures acceptable to the Trustee set forth in the Authentication Order,
and subject to the provisions hereof, authenticate and deliver the Notes in an
aggregate principal amount not to exceed $10,000,000.

          (4)   The aggregate principal amount of Notes Outstanding at any time
may not exceed the sum of (i) $10,000,000, and (ii) the principal amount of
lost, destroyed or stolen Notes for which replacement Notes are issued pursuant
to Section 2.05.

          (5)   The Notes shall be in fully registered form, without coupons, in
minimum denominations of $50.00 and integral multiples of $50.00 in excess
thereof.

          Section 2.03  TEMPORARY NOTES. Until certificates representing Notes
are ready for delivery, the Obligor may prepare and the Trustee, upon receipt of
an Authentication Order, shall authenticate and deliver temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may
have variations that the Obligor considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable

                                       12
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delay, the Obligor shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

          Section 2.04  REGISTRATION, TRANSFER AND EXCHANGE.

          SECURITIES REGISTER. The Trustee shall keep a register of the Notes
(the "SECURITY REGISTER") which shall provide for the registration of such
Notes, and for transfers of such Notes in accordance with information, if any,
to be provided to the Trustee by the Obligor, subject to such reasonable
regulations as the Trustee may prescribe. Such register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
register or registers shall be available for inspection at the Corporate Trust
Office of the Trustee or at such other office or agency to be maintained by the
Obligor pursuant to Section 9.02.

          Upon due presentation for registration of transfer of any Note at the
Corporate Trust Office of the Trustee or at any other office or agency
maintained by the Obligor pursuant to Section 9.02, the Obligor shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of authorized denominations, of
a like aggregate principal amount and Maturity Date.

          Section 2.05  MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

          (1)   If (i) any mutilated Note is surrendered to the Trustee, or the
Obligor and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note and (ii) there is delivered to the
Obligor and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Obligor or the
Trustee that such Note has been acquired by a bona fide purchaser, the Obligor
may in its discretion execute and, upon request of the Obligor, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Maturity
Date, and principal amount, bearing a number not contemporaneously outstanding.

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

          (3)   Upon the issuance of any new Note under this Section, the
Obligor may require the payment by the Holder thereof 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.

          (4)   Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original contractual
obligation of the Obligor, 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 duly issued hereunder.

                                       13
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          (5)   The provisions of this Section 2.05 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          Section 2.06  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          (1)   Interest on any Note which is payable and is punctually paid or
duly provided for on any Interest Payment Date shall, if so provided in such
Note, be paid to the Person in whose name that Note (or one or more Predecessor
Notes) is registered at the close of business on the applicable Record Date,
notwithstanding any transfer or exchange of such Note subsequent to such Record
Date and prior to such Interest Payment Date (unless such Interest Payment Date
is also the Maturity Date, in which case such interest shall be payable to the
Person to whom principal is payable).

          (2)   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 registered
Holder on the applicable Record Date by virtue of his having been such Holder;
and, except as hereinafter provided, such Defaulted Interest may be paid by the
Obligor, at its election, in each case, as provided in clause (i) or (ii) below:

          (i)   The Obligor may elect to make payment of any Defaulted Interest
     to the Persons in whose names any such 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 Obligor shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     such Note and the date of the proposed payment, and at the same time the
     Obligor shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 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
     Obligor of such Special Record Date and, in the name and at the expense of
     the Obligor, 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 the Holder of each such Note at his address as it
     appears in the Security Register, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names such Notes (or their respective Predecessor Notes) are registered on
     such Special Record Date and shall no longer be payable pursuant to the
     following clause (ii).

          (ii)  The Obligor may make payment of any Defaulted Interest in any
     other lawful manner if, after notice given by the Obligor to the Trustee of
     the proposed payment pursuant to this clause (ii), such manner of payment
     shall be deemed practicable by the Trustee.

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          (3)   If any installment of interest on any Note called for redemption
pursuant to Article X is due and payable on or prior to the Redemption Date and
is not paid or duly provided for on or prior to the Redemption Date in
accordance with the foregoing provisions of this Section 2.06, such interest
shall be payable as part of the Redemption Price of such Notes.

          (4)   Interest on Notes may be paid by mailing a check to the address
of the Person entitled thereto at such address as shall appear in the Security
Register or by such other means as may be specified in the form of such Note.

          (5)   Subject to the foregoing provisions of this Section 2.06 and the
provisions of Section 2.04, 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 2.07  PERSONS DEEMED OWNERS. Prior to due presentment of a
Note for registration of transfer, the Obligor, the Trustee, and any agent of
the Obligor or the Trustee may treat the Person in whose name any Note is
registered on the Security Register as the owner of such Note for the purpose of
receiving payment of principal, premium, if any, and (subject to Section 2.06)
interest, and for all other purposes whatsoever, whether or not such Note is
overdue, and neither the Obligor, the Trustee, nor any agent of the Obligor or
the Trustee shall be affected by notice to the contrary.

          Section 2.08  CANCELLATION. All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Obligor may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Obligor may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. Acquisition of such Notes by the Obligor shall not operate as a
redemption or satisfaction of the indebtedness represented by such Notes unless
and until the same are delivered to the Trustee for cancellation. No Note shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee
shall dispose of all cancelled Notes in accordance with its customary procedures
and deliver a certificate of such disposition to the Obligor.

          Section 2.09  COMPUTATION OF INTEREST. Interest on the Notes shall be
calculated on the basis of a 360-day year of twelve 30-day months.

          Section 2.10  CUSIP NUMBERS. The Obligor in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
the CUSIP numbers in notices of redemption as a convenience to Holders; PROVIDED
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes. The Obligor will promptly
notify the Trustee of any change in the CUSIP number of any type.

                                       15
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                                   ARTICLE III

                           SATISFACTION AND DISCHARGE

          Section 3.01  SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
will be discharged with respect to the Notes and will cease to be of further
effect as to all Notes (except as to any surviving rights of transfer or
exchange of Notes expressly provided for herein), and the Trustee, on demand of
and at the expense of the Obligor, shall execute proper instruments
acknowledging the satisfaction and discharge of this Indenture, when

          (1)   either

          (i)   all Notes theretofore authenticated and delivered (except (a)
     lost, stolen or destroyed Notes which have been replaced or paid, as
     provided in Section 2.05, and (b) Notes for whose payment money has
     theretofore been deposited in trust or segregated and held in trust by the
     Obligor and thereafter repaid to the Obligor or discharged from such trust,
     as provided in Section 3.05) have been delivered to the Trustee cancelled
     or for cancellation; or

          (ii)  all such Notes not theretofore delivered to the Trustee
     cancelled or for cancellation

          (a)   have become due and payable, or

          (b)   will, in accordance with their Maturity Date, become due and
     payable within one year, or

          (c)   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 Obligor,

and, in any of the cases described in (a), (b) or (c), above, the Obligor has
deposited or caused to be deposited with the Trustee, as trust funds in trust
for the purpose, an amount of money in U.S. dollars sufficient, non-callable
U.S. Government Obligations, the principal of and interest on which when due,
will be sufficient, or a combination thereof, sufficient to pay and discharge
the entire indebtedness on such Notes not theretofore delivered to the Trustee
cancelled or for cancellation, for principal of and interest and premium, if
any, on such Notes to the date of such deposit (in the case of Notes that have
become due and payable), or to the Maturity Date or the Redemption Date, as the
case may be;

          (2)   the Obligor has paid or caused to be paid all other sums payable
by it with respect to the Notes under this Indenture;

          (3)   no Event of Default or event which with notice or lapse of time
would become an Event of Default with respect to the Notes has occurred and is
continuing with respect to such Notes on the date of such deposit; and

          (4)   the Obligor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
to satisfaction and discharge of this

                                       16
<Page>

Indenture with respect to the Notes have been complied with, and, in the case of
the Opinion of Counsel, stating:

          (i)   such deposit and defeasance will not cause the holders of such
     Notes to recognize income, gain or loss for Federal income tax purposes and
     such holders will be subject to Federal income tax on the same amount and
     in the same manner and at the same time as would have been the case if such
     option had not been exercised;

          (ii)  either that no requirement to register under the Investment
     Company Act of 1940, as amended, will arise as a result of the Obligor's
     exercise of its option under this Section 3.01 or that any such
     registration requirement has been complied with; and

          (iii) such deposit and defeasance will not result in a material breach
     or violation of, or constitute a default under, any material agreement or
     instrument to which the Obligor is a party.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Obligor under Section 3.01(1) and the obligations of the
Obligor to the Trustee under Section 5.07 shall survive, and the obligations of
the Trustee under Sections 3.03 and 3.05 shall survive.

          Section 3.02  DEFEASANCE AND DISCHARGE OF COVENANTS UPON DEPOSIT OF
MONEYS, U.S. GOVERNMENT OBLIGATIONS. At the Obligor's option, either (a) the
Obligor shall be deemed to have been Discharged (as defined below) from its
obligations with respect to the Notes on the 123rd day after the applicable
conditions set forth below have been satisfied ("LEGAL DEFEASANCE") and/or (b)
the Obligor shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 7.01 or 7.02 with respect to the
Notes at any time after the applicable conditions set forth below have been,
satisfied ("COVENANT DEFEASANCE"):

          (1)   The Obligor shall have deposited or caused to be deposited
irrevocably with the Trustee, as trust funds, in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Notes,
an amount of money, in cash in U.S. dollars sufficient, non-callable U.S.
Government Obligations, the principal of and interest on which when due, will be
sufficient, or a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants, expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on the Notes with respect to principal, premium, if any, and
accrued and unpaid interest to the date of such deposit (in the case of Notes
that have become due and payable), or to the Maturity Date or Redemption Date,
as the case may be;

          (2)   No Event of Default, or event which with notice or lapse of time
would become an Event of Default with respect to the Notes, shall have occurred
and be continuing on the date of such deposit;

          (3)   The Obligor shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
to the defeasance and discharge contemplated by this Section 3.02 have been
complied with, and, in the case of the Opinion of Counsel stating that:

                                       17
<Page>

          (i)   the deposit and defeasance contemplated by this Section will not
     cause the Holders of the Notes to recognize income, gain or loss for
     Federal income tax purposes as a result of the Obligor's exercise of its
     option under this Section 3.02 and such Holders will be subject to Federal
     income tax on the same amount and in the same manner and at the same times
     as would have been the case if such option had not been exercised, which
     Opinion of Counsel (in the case of a Legal Defeasance) must be based upon a
     ruling of the Internal Revenue Service to the same effect or a change in
     applicable Federal income tax law or related treasury regulations after the
     date of this Indenture; and

          (ii)  either no requirement to register under the Investment Company
     Act of 1940, as amended, will arise as a result of the Obligor's exercise
     of its option under this Section 3.02 or any such registration requirement
     has been complied with; and

          (4)   with respect to a Legal Defeasance, 123 days shall have passed
during which no Event of Default under clauses (iv) and (v) of Section 4.01 has
occurred.

          If in connection with the exercise by the Obligor of any option under
this Section 3.02, the Notes are to be redeemed, either notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.

          Notwithstanding the exercise by the Obligor of its option under
Section 3.02(b) with respect to Section 7.01 or 7.02, the obligation of any
successor Entity to assume the obligations to the Trustee under Section 5.07
shall not be discharged.

          "DISCHARGED" means that the Obligor shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Notes and to have satisfied all the obligations under this Indenture relating to
such Notes (and the Trustee, at the expense of the Obligor, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Notes
to receive, from the trust fund described in clause (1) above, payment of the
principal of, premium, if any, and the interest, if any, on such Notes when such
payments are due; (B) the Obligor's obligations with respect to such Notes under
Sections 2.04, 2.05, 3.02(1), 3.03, and 9.02 and its obligations under Section
5.07; and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

          Section 3.03  APPLICATION OF TRUST MONEY. All money deposited with the
Trustee pursuant to Section 3.01 or Section 3.02 shall be held in trust and
applied by it, in accordance with the provisions of this Indenture, to the
payment, either directly or through any Paying Agent (including the Obligor
acting as its own Paying Agent), as the Trustee may determine, to the Persons
entitled thereto, of the principal, 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 3.04  PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction
and discharge of this Indenture, all moneys then held by any Paying Agent of the
Notes (other than the Trustee) shall, upon demand of the Obligor, be repaid to
it or paid to the Trustee, and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

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          Section 3.05  RETURN OF UNCLAIMED AMOUNTS. Any amounts deposited with
or paid to the Trustee or any Paying Agent for payment of the principal of,
premium, if any, or interest on the Notes or then held by the Obligor, in trust
for the payment of the principal of, premium, if any, or interest on the Notes
and not applied but remaining unclaimed by the Holders of such Notes for two
years after the date upon which the principal of, premium, if any, or interest
on such Notes, as the case may be, shall have become due and payable, shall be
repaid to the Obligor by the Trustee on demand or (if then held by the Obligor)
shall be discharged from such Trust; and the Holder of any of such Notes shall
thereafter, as an unsecured general creditor, look only to the Obligor for any
payment which such Holder may be entitled to collect (until such time as such
unclaimed amounts shall escheat or become abandoned or unclaimed property in
accordance with any mandatory provision of applicable law, if at all, to any
applicable jurisdiction) and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Obligor as trustee
thereof, shall thereupon cease. Notwithstanding the foregoing, the Trustee or
Paying Agent, before being required to make any such repayment, may at the
expense of the Obligor cause to be published once a week for two successive
weeks (in each case on any day of the week) in a newspaper printed in the
English language and customarily published at least once a day at least five
days in each calendar week and of general circulation in the Borough of
Manhattan, in the City and State of New York, a notice that said amounts have
not been so applied and that after a date named therein any unclaimed balance of
said amounts then remaining will be promptly returned to the Obligor.

                                   ARTICLE IV

                                    REMEDIES

          Section 4.01  EVENTS OF DEFAULT. "EVENT OF DEFAULT," wherever used
herein, means with respect to the Notes any of the following events on and after
the date hereof (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (i)   default in the payment of any principal of or premium, if any,
     on the Notes when due (whether at maturity, upon redemption or otherwise);

          (ii)  default in the payment of any interest on any Note, when it
     becomes due and payable, and continuance of such default for a period of 30
     days;

          (iii) default in the performance or breach of any covenant or warranty
     of the Obligor under this Indenture, and continuance of such default or
     breach for a period of 90 days after there has been given, by registered or
     certified mail, to the Obligor by the Trustee or to the Obligor and the
     Trustee by the Holders of at least a majority in aggregate principal amount
     of the Outstanding Notes, a written notice specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder;

          (iv)  the entry of an order for relief against the Obligor under the
     Bankruptcy Code by a court having jurisdiction in the premises or a decree
     or order by a court having jurisdiction in the premises adjudging the
     Obligor as bankrupt or insolvent under any

                                       19
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     other applicable Federal or state law, or the entry of a decree or order
     approving as properly filed a petition seeking reorganization, arrangement,
     adjustment or composition of or in respect of the Obligor under the
     Bankruptcy Code or any other applicable Federal or state law, or appointing
     a receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Obligor or of any substantial part of its properties, 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 90
     consecutive days;

          (v)   the consent by the Obligor to the institution of bankruptcy or
     insolvency proceedings against any of them, or the filing by the Obligor of
     a petition or answer or consent seeking reorganization or relief under the
     Bankruptcy Code or any other applicable Federal or state law, or the
     consent by the Obligor to the filing of any such petition or to the
     appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
     other similar official) of the Obligor or of any substantial part of its
     properties, or the making by the Obligor of an assignment for the benefit
     of creditors, or the admission by the Obligor in writing of the Obligor's
     inability to pay debts generally as they become due, or the taking of
     corporate action by the Obligor in furtherance of any such action.

          Section 4.02  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          (1)   If any Event of Default (other than an Event of Default
specified in clause (iv) or (v) of Section 4.01) occurs and is continuing, then
either the Trustee or the Holders of a majority in aggregate principal amount of
the Outstanding Notes may declare the principal of all Outstanding Notes, and
the interest, if any, accrued thereon, to be immediately due and payable by
notice in writing to the Obligor (and to the Trustee if given by Holders). If an
Event of Default described in clause (iv) or (v) of Section 4.01 occurs, the
principal amount and accrued interest, if any, on all the Notes as of the date
of such Event of Default will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or the Holders of the
Notes.

          (2)   At any time after such a declaration of acceleration has been
made with respect to the Notes and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article IV
provided, the Holders of a majority in aggregate principal amount of the
Outstanding Notes, by written notice to the Obligor and the Trustee, may rescind
and annul such declaration or waive past defaults and its consequences if

          (i)   the Obligor has paid or deposited with the Trustee a sum
     sufficient to pay:

          (a)   all overdue installments of interest, if any, on such Notes,

          (b)   the principal of (and premium, if any, on) any such Notes which
     have become due otherwise than by such declaration of acceleration, and
     interest thereon at the rate borne by the Notes, to the extent that payment
     of such interest is lawful,

          (c)   interest on overdue installments of interest at the rate borne
     by the Notes to the extent that payment of such interest is lawful, and

                                       20
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          (d)   the reasonable compensation, expenses, disbursements and
     advances of the Trustee and its agents and counsel, and all other amounts
     due the Trustee under Section 5.07; and

          (ii)  all Events of Default, other than the nonpayment of the
     principal of the Notes which have become due solely by such acceleration,
     have been cured or waived as provided in Section 4.13.

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

          Section 4.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT.

          (1)   The Obligor covenants that if:

          (i)   default is made in the payment of any installment of interest on
     any Note when such interest becomes due and payable, or

          (ii)  default is made in the payment of (or premium, if any, on) the
     principal of any Note at the Maturity thereof, and

          (iii) any such default continues for any period of grace provided in
     relation to such default pursuant to Section 4.01,

then, with respect to such Notes, the Obligor will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Note, the whole amount then
due and payable on any such Note for principal (and premium, if any) and
interest with interest (to the extent that payment of such interest shall be
legally enforceable) upon the overdue principal (and premium, if any) and upon
overdue installments of interest at the rate of interest borne by the Notes;
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 and
all other amounts due the Trustee under Section 5.07.

          (2)   If the Obligor fails to pay such amounts 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 Obligor or any other obligor upon the Notes and
collect the money adjudged or decreed to be payable in the manner provided by
law out of the property of the Obligor or any other obligor upon such Notes,
wherever situated.

          (3)   If an Event of Default with respect to the Notes occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Notes 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.

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          Section 4.04  TRUSTEE MAY FILE PROOFS OF CLAIM.

          (1)   In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition,
or other judicial proceeding relative to the Obligor or any obligor upon the
Notes or the property of the Obligor 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 Obligor
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,

          (i)   to file and prove a claim for the whole amount of principal,
     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 and advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements, and advances of the
     Trustee, its agents and counsel, and all other amounts due the Trustee
     under Section 5.07) and of the Holders allowed in such judicial
     proceedings, 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 and its
     agent and counsel, and any other amounts due the Trustee under Section
     5.07.

          (2)   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 thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

          Section 4.05  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.
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 and its agents and counsel under Section 5.07, be for the ratable
benefit of the Holders of the Notes.

                                       22
<Page>

          Section 4.06  APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee from the Obligor with respect to Notes pursuant to this Article IV
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,
premium, if any, or interest, if any, 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
5.07.

          Second: To the payment of the amounts then due and unpaid upon the
Notes for principal, 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.

          Section 4.07 LIMITATION ON SUITS. No Holder of any Note may institute
any action under this Indenture, unless and until:

          (1)   such Holder has given the Trustee written notice of a continuing
Event of Default;

          (2)   the Holders of a majority in aggregate principal amount of the
Outstanding Notes have requested the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more Holders of Notes 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 of Notes, or to obtain or to seek to obtain priority or preference over
any other such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and proportionate benefit of all
the Holders of all Notes.

          Section 4.08  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENT OF
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in this
Indenture except for Article XI hereof, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal,
premium, if any, and (subject to Section 2.06) interest on such Note on or after
the Maturity Date (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment on or after
such respective date, and such right shall not be impaired or affected without
the consent of such Holder.

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          Section 4.09  RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Obligor, 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 4.10  RIGHTS AND REMEDIES CUMULATIVE. 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 or 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 4.11  DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Note 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 IV or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

          Section 4.12  CONTROL BY HOLDERS. The Holders of a majority in
aggregate 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 of exercising any trust or power conferred on the
Trustee with respect to the Notes PROVIDED that:

          (1)   the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action
so directed may not lawfully be taken or would conflict with this Indenture or
if the Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed would involve it in personal liability or be unjustly
prejudicial to the Holders not taking part is in such direction, and

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

          Section 4.13  WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes may, on behalf
of the Holders of all Notes, waive any past default hereunder with respect to
the Notes, except a default not theretofore cured:

          (1)   in the payment of principal, premium, if any, or interest on any
Notes, or

          (2)   in respect of a covenant or provision in this Indenture which,
under Article VIII cannot be modified without the consent of the Holder of each
Outstanding Note.

          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

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such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

          Section 4.14  UNDERTAKING FOR COSTS. 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 or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder or group of
Holders holding in the aggregate more than 10% in principal amount of the
Outstanding Notes to which the suit relates, or to any suit instituted by any
Holder for the enforcement of the payment of principal, premium, if any, or
interest on any Note on or after the respective payment dates expressed in such
Note (or, in the case of redemption, on or after any Redemption Date).

          Section 4.15  WAIVER OF STAY OR EXTENSION LAWS. The Obligor 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 (other than any bankruptcy law) wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Obligor (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.

                                    ARTICLE V

                                   THE TRUSTEE

          Section 5.01  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

          (1)   Except during the continuance of an Event of Default:

          (i)   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

          (ii)  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.

          (2)   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

                                       25
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degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

          (3)   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:

          (i)   this Subsection shall not be construed to limit the effect of
     Section 5.01(1);

          (ii)  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;

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

          (iv)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

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

          Section 5.02  NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder with respect to Notes, the Trustee shall transmit by
mail to all Holders of such Notes, as their names and addresses appear in the
Security 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 interest or premium,
if any, on any Note, 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 determine in
good faith that the withholding of such notice is in the interests of the
Holders of the Outstanding Notes and; PROVIDED, FURTHER, that, in the case of
any default of the character specified in clause (iii) of Section 4.01, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "DEFAULT" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default.

          Section 5.03  CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 5.01:

                                       26
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          (1)   the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (2)   any request or direction of the Obligor described 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;

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

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

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

          (6)   the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture 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 Obligor, personally or by agent or attorney; and

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

          Section 5.04  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The
recitals contained herein and in the Notes, except the certificates of
authentication, shall be taken as the statements of the Obligor, 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
Obligor of Notes or the proceeds thereof. The Trustee shall not be charged with
notice or knowledge of any Event of Default under clause (vi) of Section 4.01.

          Section 5.05  MAY HOLD NOTES. The Trustee or any Paying Agent,
Registrar, or other agent of the Obligor, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 5.08
and 5.12, may otherwise deal with the Obligor

                                       27
<Page>

with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.

          Section 5.06  MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds, except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder, except as otherwise agreed with the Obligor.

          Section 5.07  COMPENSATION AND REIMBURSEMENT. The Obligor covenants
and agrees:

          (1)   to pay the Trustee from time to time, and the Trustee shall be
entitled to, 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 reasonable expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

          (3)   to indemnify the Trustee for, and to hold it harmless against,
any loss, 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 reasonable 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.

          Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in clause (iv) or (v) of Section
4.01, such expenses (including the reasonable charges and expenses of its
counsel) and compensation for such services are intended to constitute expenses
of administration under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law.

          Section 5.08  DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such interest or resign as Trustee, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

          Section 5.09  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee hereunder that shall be a corporation organized and doing
business under the laws of the United States of America or of any State or
Territory thereof or of the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $10,000,000, and subject to supervision or examination by Federal or State
authority and having its principal office and place of business in the City of
New York, if there be such a corporation having its principal office and place
of business in said City. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this

                                       28
<Page>

Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article V.

          Section 5.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (1)   No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article V shall become effective until the
acceptance of appointment by the successor Trustee under Section 5.11.

          (2)   The Trustee may resign at any time by giving 60 days' written
notice thereof to the Obligor. 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.

          (3)   The Trustee may be removed at any time by Act of the Holders of
66 2/3% in aggregate principal amount of the Outstanding Notes, delivered to the
Trustee and to the Obligor.

          (4)   If at any time:

          (i)   the Trustee shall fail to comply with Section 5.08 after written
     request therefor by the Obligor or by any Holder who has been a bona fide
     Holder of a Note for at least six months; or

          (ii)  the Trustee shall cease to be eligible under Section 5.09 and
     shall fail to resign after written request therefor by the Obligor or by
     any such Holder; or

          (iii) the Trustee shall become incapable of acting with respect to the
     Notes; or

          (iv)  the Trustee shall be adjudged a bankrupt or insolvent or a
     receiver of the Trustee or of its property shall be appointed or any public
     officer shall take charge or control of the Trustee or of its property or
     affairs for the purpose of rehabilitation, conservation or liquidation,
     then, in any such case (a) the Obligor may remove the Trustee, or (b)
     subject to Section 4.14, any Holder who has been a bona fide Holder of a
     Note 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.

          (5)   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
Obligor shall promptly appoint a successor Trustee. If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Notes delivered to the Obligor 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 Obligor. If no successor Trustee shall
have been so appointed by the Obligor or the Holders

                                       29
<Page>

and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Note for at least 6 months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          (6)   The Obligor shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Notes as their names and addresses appear in the Security Register.
Each notice shall include the name of the successor Trustee and the address of
its principal Corporate Trust Office.

          Section 5.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Obligor and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor 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 predecessor Trustee; but, on request of the Obligor or the successor
Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the predecessor Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such predecessor Trustee hereunder. Upon reasonable request of any such
successor Trustee, the Obligor shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

          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 V.

          Section 5.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
PROVIDED that such corporation shall be otherwise qualified and eligible under
this Article V, 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
Trustee 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.

          Section 5.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST OBLIGOR. If
and when the Trustee shall be or shall become a creditor, of the Obligor (or of
any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Obligor (or against any such other obligor, as the case may be).

          Section 5.14  APPOINTMENT OF AUTHENTICATING AGENT.

          (1)   At any time when any of the Notes remain Outstanding the
Trustee, with the approval of the Obligor, may appoint an Authenticating Agent
or Agents which shall be authorized to act on behalf of the Trustee to
authenticate Notes issued upon exchange,

                                       30
<Page>

registration of transfer or partial redemption thereof or pursuant to Section
2.05, and Notes so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Obligor and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as an Authenticating Agent, having a combined capital and
surplus of not less than $10,000,000 and, if other than the Obligor itself,
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 5.14, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 5.14.

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

          (3)   An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and, if other than the Obligor, to the Obligor.
The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and, if other than
the Obligor, to the Obligor. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Trustee,
with the approval of the Obligor, may appoint a successor Authenticating Agent
which shall be acceptable to the Obligor and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Notes, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

          (4)   The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 5.07.

          (5)   If an appointment is made pursuant to this Section, the Notes
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

                                       31
<Page>

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

                                        American Stock Transfer & Trust Company,
                                              as Trustee

                                        By:
                                           ------------------------------

                                        As Authenticating Agent

                                        By:
                                           ------------------------------
                                        Authorized Officer

                                   ARTICLE VI

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

          Section 6.01  OBLIGOR TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Obligor will furnish or cause to be furnished to the Trustee:

          (1)   semi-annually, not more than 15 days after the Record Date for
the payment of interest in respect of the Notes, in such form as the Trustee may
reasonably require, a list of the names and addresses of the Holders of such
Notes as of such date, and

          (2)   at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Obligor of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, PROVIDED that if the Trustee shall be the Registrar,
such list shall not be required to be furnished.

          Section 6.02  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (1)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Notes contained in
the most recent list furnished to the Trustee as provided in Section 6.01 and
the names and addresses of Holders of Notes received by the Trustee in its
capacity as Registrar. The Trustee may destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished.

          (2)   If three or more Holders of Notes (hereinafter referred to as
"APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Note for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of Notes
with respect to their rights under this Indenture or under the Notes and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either:

          (i)   afford such applicants access to the information preserved at
     the time by the Trustee in accordance with Section 6.02(1), or

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<Page>

          (ii)  inform such applicants as to the approximate number of Holders
     of Notes, whose names and addresses appear in the information preserved at
     the time by the Trustee in accordance with Section 6.02(2), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

          If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Note, whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with Section
6.02(1), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing.

          (3)   Every Holder of Notes, by receiving and holding the same, agrees
with the Obligor and the Trustee that neither the Obligor nor the Trustee shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Notes in accordance with Section
6.02(2), regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 6.02(2).

          Section 6.03  REPORTS BY TRUSTEE.

          (1)   The term "REPORTING DATE" as used in this Section, means May 15.
Within 60 days after the reporting date in each year, beginning in 2004, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such reporting date
with respect to (but if no such event has occurred within such period no report
need be transmitted):

          (i)   any change to its eligibility under Section 5.09 and its
     qualifications under Section 5.08;

          (ii)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of Notes, on any property or funds held or collected by it as
     Trustee, except that the Trustee shall not be required (but may elect) to
     report such advances if such advances so remaining unpaid aggregate not
     more than 1/2 of 1% of the principal amount of the Notes Outstanding on the
     date of such report;

          (iii) any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Obligor (or by any other obligor on the
     Notes) to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Section 311(b)(2), (3), (4)
     or (6) of the TIA;

          (iv)  any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report; and

                                       33
<Page>

          (v)   any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Notes, except action in respect of a default, notice
     of which has been or is to be withheld by the Trustee in accordance with
     Section 5.02.

          (2)   The Trustee shall transmit by mail to all Holders, as their
names and addresses appear in the Security Register, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee (as
such) since the date of the last report transmitted pursuant to Section 6.03(1)
(or if no such report has yet been transmitted, since the date of execution of
this instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Notes, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Notes Outstanding at such time, such
report to be transmitted within 90 days after such time.

          (3)   The Trustee shall also transmit by mail the foregoing reports as
required by Section 313(c) of the TIA.

          Section 6.04  REPORTS BY OBLIGOR. The Obligor shall file with the
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the TIA at the times and in the manner provided in the TIA, if this
Indenture is hereafter qualified under the TIA, provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Obligor may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Obligor shall continue to file with the Commission and provide the
Trustee and Holders with the annual reports and the information, documents and
other reports which are specified in Section 13 and 15(d) of the Exchange Act
(without exhibits). The Obligor also shall comply with the other provisions of
Section 314(a) of the TIA and shall provide the compliance certificate required
by Section 314 of the TIA in the form, in the manner and at the times required
by Section 314 of the TIA; and such compliance certificate shall be delivered on
or before 120 days after the end of each calendar year.

                                   ARTICLE VII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

          Section 7.01  OBLIGOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Obligor may consolidate or merge with or into, or transfer or lease all or
substantially all of its assets to, any Entity that is organized and validly
existing under the laws of any state of the United States of America or the
District of Columbia, and may permit any such Entity to consolidate with or
merge into the Obligor or transfer or lease all or substantially all of its
assets to the Obligor, PROVIDED that:

                                       34
<Page>

          (1)   the Obligor will be the surviving Entity or, if not, that the
successor Entity will expressly assume by a supplemental indenture, 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 the
Notes and the performance of every covenant of the Indenture to be performed or
observed by the Obligor;

          (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, will have happened and be continuing; and

          (3)   the Obligor shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, transfer or lease and any such assumption involving the Obligor complies
with the provisions of this Article VII.

          Section 7.02  SUCCESSOR ENTITY SUBSTITUTED. Upon any consolidation or
merger, or any transfer or lease of all or substantially all of the properties
and assets of the Obligor in accordance with Section 7.01, the successor Entity
will succeed to and be substituted for the Obligor, as Obligor on the Notes with
the same effect as if it had been named in this Indenture as the Obligor and the
Obligor shall thereupon, except in the case of a lease, be released from all
obligations hereunder and under the Notes.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

          Section 8.01  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of the Holders of any Notes, the Obligor and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of execution thereof), in form satisfactory to the Trustee,
for any of the following purposes:

          (1)   to evidence the succession of another Entity to the Obligor or
successive successions, and the assumption by any such successor of the
covenants, agreements and obligations of the Obligor pursuant to Article VII; or

          (2)   to add to the covenants of the Obligor such further covenants,
restrictions or conditions for the protection of the Holders of the Notes as the
Obligor and the Trustee shall consider to be for the protection of the Holders
of the Notes or to surrender any right or power herein conferred upon the
Obligor; or

          (3)   to evidence the surrender of any right or power of the Obligor;

          (4)   to cure any defect or ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein or in
any supplemental indenture, or to make any other provisions with respect to
matters or questions arising under this Indenture; or

                                       35
<Page>

          (5)   to add to this Indenture such provisions as may be expressly
permitted by the TIA as in effect at the date as of which this instrument is
executed or any corresponding provision in any similar federal statute hereafter
enacted; or

          (6)   to evidence and provide for the acceptance of appointment by
another corporation as a successor Trustee hereunder;

          (7)   to add to the rights of the Holders of the Notes; or

          (8)   to add any additional Events of Default in respect of the Notes.

          No supplemental indenture for the purposes identified in clause (2),
(3), (4), (7) or (8) above may be entered into if to do so would adversely
affect the interest of the Holders of Notes.

          Section 8.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes affected thereby, by Act of said Holders
delivered to the Obligor and the Trustee, the Obligor and the Trustee may from
time to time and at any time 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
under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:

          (1)   change the Maturity Date or the stated payment date of any
payment of premium or interest payable on any Note, or reduce the principal
amount thereof, or any amount of interest payable thereon, or change the method
of computing the amount of interest payable thereon on any date, or change any
Place of Payment where, or the coin or currency in which, any Note or any
payment of principal, premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
same shall become due and payable, whether at Maturity or, in the case of
redemption on or after the Redemption Date; or

          (2)   reduce the percentage in principal amount of the Outstanding
Notes, 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 8.02 or Section
4.13, except to increase any such percentage set forth in this Section 8.02 or
Section 4.13 or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby.

     It shall not be necessary for any Act of Holders under this Section 8.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

                                       36
<Page>

          Section 8.03  EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article VIII or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
5.01) 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. Upon request of the Obligor and, in the case of Section 8.02,
upon filing with the Trustee of evidence of an Act of Holders as aforementioned,
the Trustee shall join with the Obligor in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
powers, trusts, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

          Section 8.04  EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article VIII, this Indenture shall be and
be deemed to be modified and amended in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
the respective rights, limitation of rights, duties, powers, trusts and
immunities under this Indenture of the Trustee, the Obligor and every Holder of
Notes theretofore or thereafter authenticated and delivered hereunder shall be
determined, exercised and enforced thereunder to the extent provided therein.

          Section 8.05  CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article VIII shall conform to the
requirements of the TIA as then in effect.

                                   ARTICLE IX

                                    COVENANTS

          Section 9.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Obligor
will duly and punctually pay or cause to be paid the principal, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes,
and will duly comply with all the other terms, agreements and conditions
contained in this Indenture for the benefit of the Notes.

          The Obligor shall pay interest (including post-petition interest in
any proceeding under any Federal or state bankruptcy, insolvency,
reorganization, or other similar law) on overdue principal and premium, if any,
from time to time on demand at the applicable rate of interest determined from
time to time in the manner provided for in the Notes; it shall pay interest
(including post-petition interest in any proceeding under any Federal or State
bankruptcy, insolvency, reorganization, or other similar law) on overdue
installments of interest and (without regard to any applicable grace periods)
from time to time on demand at the same rates to the extent lawful.

          Section 9.02  MAINTENANCE OF OFFICE OR AGENCY. So long as any of the
Notes remain outstanding, the Obligor will maintain an office or agency in the
City of New York where Notes may be presented or surrendered for payment, where
Notes may be surrendered for transfer or exchange, and where notices and demands
to or upon the Obligor in respect of the Notes and this Indenture may be served.
The Obligor will give prompt written notice to the Trustee of the location, and
of any change in the location, of such office or agency. The Obligor

                                       37
<Page>

hereby establishes the Corporate Trust Office of the Trustee as the initial
office for such purposes. If at any time the Obligor shall fail to maintain 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
principal Corporate Trust Office of the Trustee, and the Obligor hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and
demands.

          The Obligor may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Obligor of its obligation to maintain an office or agency in the City of New
York for such purposes. The Obligor shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

          Section 9.03  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. If the
Obligor shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal, premium, if any, or interest on any of the
Notes, segregate and hold in trust for the benefit of the Holders of the Notes a
sum sufficient to pay such principal, premium or interest so becoming due until
such sums shall be paid to such Holders of the Notes or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure
so to act.

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

          The Obligor 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, that
such Paying Agent will:

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

          (2)   give the Trustee notice of any default by the Obligor (or any
other obligor upon the Notes) in the making of any such payment of principal,
premium, if any, or interest, on the Notes; 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 Obligor 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 Obligor or such Paying Agent or, if for any other purpose, all sums
so held in trust by the Obligor in respect of all Notes, such

                                       38
<Page>

sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Obligor or such Paying Agent; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

          Section 9.04  CERTIFICATE TO TRUSTEE. The Obligor will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Obligor
(beginning in 2004), an Officers' Certificate that complies with TIA Section
314(a)(4) stating that in the course of the performance by the signers of their
duties as officers of the Obligor, they would normally have knowledge of any
default by the Obligor in the performance of any of its covenants or agreements
contained herein, stating whether or not they have knowledge of any such default
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

          Section 9.05  EXISTENCE. Subject to Article VII, the Obligor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

                                    ARTICLE X

                               REDEMPTION OF NOTES

          Section 10.01 ELECTION TO REDEEM NOTICE TO TRUSTEE. If the Obligor
elects to redeem Notes pursuant to the optional redemption provisions of Section
10.05, it shall furnish to the Trustee, at least 45 days but not more than 60
days before the Redemption Date, an Officers' Certificate setting forth (1) the
Redemption Date, and (2) the CUSIP number of the Notes to be redeemed.

          Section 10.02 NOTICE OF REDEMPTION.

          (1)   Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of the Notes, at his or her address appearing in the
Security Register.

          (2)   All notices of redemption shall state:

          (i)   the Redemption Date;

          (ii)  the manner of calculating the Redemption Price;

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

          (iv)  the place where the Notes are to be surrendered for payment of
     the Redemption Price, which shall be the office or agency maintained by the
     Obligor pursuant to Section 9.02;

          (v)   the name and address of the Paying Agent;

          (vi)  that the Notes must be surrendered to the Paying Agent to
     collect the Redemption Price; and

                                       39
<Page>

          (vii) the CUSIP number, and that no representation is made as to the
     correctness or accuracy of the CUSIP number, if any, listed in such notice
     or printed on the Notes.

          (3)   Notice of redemption of the Notes shall be given by the Obligor
or, at the Obligor's request, by the Trustee in the name and at the expense of
the Obligor.

          Section 10.03 DEPOSIT OF REDEMPTION PRICE. On or prior to 10 a.m. on
any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying
Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 9.03) an amount of money sufficient to pay the
Redemption Price of all the Notes to be redeemed on such Redemption Date.

          Section 10.04 NOTES PAYABLE ON REDEMPTION DATE.

          (1)   Notice of redemption having been given as aforesaid, the Notes
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
Obligor shall default in the payment of the Redemption Price) the Notes shall
cease to bear interest. Upon surrender of the Notes for redemption in accordance
with the notice, the Notes shall be paid by the Obligor at the Redemption Price.
Any installment of interest due and payable on or prior to the Redemption Date
shall be payable to the Holders of the Notes registered as such on the relevant
Record Date according to the terms and the provisions of Section 2.06.

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

          Section 10.05 OPTIONAL REDEMPTION. Subject to Article XI, the Obligor,
at its option, may redeem at any time all, or from time to time a portion, of
the Notes on any date set by the Board of Directors, if redeemed at any time
during the periods specified below, at the following Redemption Prices
(expressed as a percentage of principal amount at Stated Maturity), together, in
each case, with accrued and unpaid interest to the Redemption Date:

<Table>
<Caption>
                      Applicable Period                            Percentage
                      -----------------                            ----------
          <S>                                                        <C>
          Issue Date through and including
          December 31, 2004                                          103.00%

          January 1, 2005 through and including
          December 31, 2005                                          102.00%

          January 1, 2006 through and including
          December 31, 2006                                          101.00%

          and thereafter                                             100.00%
</Table>

Notwithstanding the foregoing, (i) the Obligor shall not redeem less than all of
the Notes at any time Outstanding until all accrued but unpaid interest upon all
Notes then Outstanding shall have been paid and (ii) and any such partial
redemption shall be done by lot.

                                       40
<Page>

          Any redemption pursuant to this Section 10.05 shall be made pursuant
to the provisions of Section 10.01 through 10.04.

          Section 10.06 NO SINKING FUND; REDEMPTION UPON CHANGE OF CONTROL.

          (1)   Subject to Sections 10.6(2),10.07 and Article XI, the Notes
shall not be subject to the operation of a purchase, retirement or sinking fund.

          (2)   In the event of a Change of Control, the Obligor will, to the
extent of funds legally available therefore and subject to the prior payment in
full of all other obligations (including, without limitation, Senior Debt) that
are then due or become due as a result of such Change of Control make an offer
to redeem (the "Change Of Control Offer") all of the Notes then Outstanding at a
purchase price in cash equal to the then applicable Redemption Price, plus
accrued and unpaid interest thereon, to the date of redemption. Within 30 days
following the occurrence of any Change of Control, notice by first-class mail,
postage prepaid, shall be given to each Holder to be redeemed at his or her last
address as the same appears on the Securities Register. Such notice shall state:
(i) that a Change of Control has occurred and that the Holders have the right to
require the Obligor to redeem all or a portion of their Notes at a purchase
price in cash equal to the Redemption Price which would then be applicable if
such redemption was being effected pursuant to Section 10.05 (the "Change of
Control Redemption Price") to the date of purchase (the "Change of Control
Purchase Date"), which shall be a Business Day, specified in such notice, that
is not earlier than 30 days or later than 60 days from the date such notice is
mailed; (ii) that payment will be made upon presentation and surrender of the
Notes; (iii) that accrued and unpaid interest thereon to the Change of Control
Purchase Date will be paid; (iv) that on and after the Change of Control
Purchase Date, interest will cease to accrue on such Notes so redeemed; and (v)
such other information as is specified in Sections 10.01 through 10.04.

          (3)   Any notice of a Change of Control Offer which is mailed as
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. On or after the date fixed for
redemption as stated in such notice of a Change of Control Offer, each Holder
electing to accept such Change of Control Offer shall surrender the Notes to the
Obligor at the place designated in such notice and shall thereupon be entitled
to receive payment of the Change of Control Redemption Price. If the Holder
elects to have redeemed less than the entire principal amount represented by any
such Notes, a new Note shall be issued representing the portion of the principal
amount not so redeemed.

          (4)   For the purpose of this Section, the terms "Redemption Price"
and "Redemption Date," as used in Sections 10.01 through 10.04 hereof, shall be
deemed to refer to the "Change of Control Redemption Price" and the "Change of
Control Purchase Date," respectively.

          Section 10.07 MANDATORY REDEMPTION. Subject to Article XI, the Notes
are subject to redemption, by lot, in an amount equal to one-eighth (1/8th) of
the aggregate principal amount of the Notes Outstanding, without premium, on
each of the following dates:

                            MANDATORY REDEMPTION DATE

                                June 30, 2007

                                       41
<Page>

                                December 31, 2007
                                June 30, 2008
                                December 31, 2008
                                June 30, 2009
                                December 31, 2009
                                June 30, 2010
                                December 31, 2010

Anything to the contrary herein notwithstanding, all accrued but unpaid interest
upon all Notes so redeemed shall be paid at the time of such redemption. Any
redemption pursuant to this Section 10.07 shall be made pursuant to the
provisions of Section 10.01 through 10.04.

                                   ARTICLE XI

                                  SUBORDINATION

          Section 11.01 NOTES SUBORDINATE TO SENIOR DEBT. The Obligor covenants
and agrees, and each Holder of Notes, by its acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article 11, all obligations represented by the Notes (including
the payment of the principal of, premium, if any, and interest on the Notes) are
hereby expressly made subordinate and subject in right of payment as provided in
this Article 11 to the prior indefeasible payment and satisfaction in full in
cash of all existing and future Senior Debt.

          This Article 11 shall constitute a continuing offer to all Persons
who, in reliance upon such provisions, become holders of or continue to hold
Senior Debt; and such provisions are made for the benefit of the holders of
Senior Debt; and such holders are made obligees hereunder and they or each of
them may enforce such provisions.

          Section 11.02 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding,
in connection therewith, relative to the Obligor or to its creditors, as such,
or to its assets, whether voluntary or involuntary, or (b) any total or partial
liquidation, dissolution or other winding-up of the Obligor, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or (c) any
general assignment for the benefit of creditors or any other marshalling of
assets or liabilities of the Obligor, then and in any such event:

          (1)   the holders of Senior Debt shall be entitled to receive payment
and satisfaction in full in cash of all amounts due on or in respect of all
Senior Debt before the Holders of the Notes are entitled to receive or retain
any payment or distribution of any kind or character on account of the Notes
(including, without limitation, with respect to principal of, premium, if any,
or interest); and

          (2)   any payment or distribution of assets of the Obligor of any kind
or character, whether in cash, property or securities, by set-off or otherwise,
to which the Holders or the Trustee would be entitled but for the provisions of
this Article 11, shall be paid by the liquidating trustee or agent or other
Person making such payment or distribution, whether a

                                       42
<Page>

trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Debt or their Representative or Representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Debt may have been issued, ratably according to
the aggregate amounts remaining unpaid on account of the Senior Debt held or
represented by each, to the extent necessary to make payment in full in cash of
all Senior Debt remaining unpaid, after giving effect to any concurrent payment
or distribution to the holders of such Senior Debt; and

          (3)   in the event that, notwithstanding the foregoing provisions of
this Section 11.02, the Trustee or the Holder of any Note shall have received
any payment or distribution of assets of the Obligor of any kind or character,
whether in cash, property or securities, including, without limitation, by way
of set-off or otherwise, in respect of the Notes before all Senior Debt is paid
and satisfied in full in cash, then and in such event such payment or
distribution shall be held by the Trustee or the Holder of such Note, as the
case may be, in trust for the benefit of the holders of such Senior Debt and
shall be immediately paid over or delivered forthwith to the liquidating trustee
or agent or other Person making payment or distribution of assets of the Obligor
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all Senior Debt in full in cash after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt.

          The consolidation of the Obligor with, or the merger of the Obligor
with or into, another Person or the liquidation or dissolution of the Obligor
following the transfer of all its assets (as an entirety or substantially as an
entirety) to another Person, upon the terms and conditions set forth in Article
7 hereof shall not be deemed a dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshaling of assets
and liabilities of the Obligor for the purposes of this Article 11 if the Person
formed by such consolidation or the surviving entity of such merger or the
Person which acquires by transfer such assets (as an entirety or substantially
as an entirety) shall, as a part of such consolidation, merger or transfer,
comply with the conditions set forth in such Article 7 hereof.

          Section 11.03 SUSPENSION OF PAYMENT WHEN SENIOR DEBT IN DEFAULT.

          (a)   Unless Section 11.02 hereof shall be applicable, after the
     occurrence of a Payment Default or Non-Payment Event of Default, no payment
     or distribution of any assets or securities of the Obligor of any kind or
     character (including, without limitation, cash, property and any payment or
     distribution which may be payable or deliverable by reason of the payment
     of any other indebtedness of the Obligor being subordinated to the payment
     of the Notes by the Obligor) may be made by or on behalf of the Obligor,
     including, without limitation, by way of set-off or otherwise, for or on
     account of the Notes (including, without limitation, principal, premium or
     interest thereon), or for or on account of the purchase, redemption,
     defeasance or other acquisition of the Notes, and neither the Trustee nor
     any holder or owner of any Notes shall take or receive from the Obligor or
     any Subsidiary of the Obligor, directly or indirectly in any manner,
     payment in respect of all or any portion of Notes (including, without
     limitation, principal, premium or interest thereon) following the
     occurrence of a Payment Default on Senior Debt or the occurrence of a
     Non-Payment Event of Default on Senior Debt and in any such event, such
     prohibition shall continue until such Payment Default or Non-Payment Event
     of Default is cured, waived in writing or ceases to exist and any related
     acceleration has

                                       43
<Page>

     been rescinded or otherwise cured; provided that nothing in this sentence
     shall be deemed to affect the right of the Holders to receive payments that
     are made from funds on deposit pursuant to Article III hereof. At such time
     as the prohibition set forth in the preceding sentence shall no longer be
     in effect, the Obligor shall resume making any and all required payments in
     respect of the Notes, including any missed payments.

          (b)   In the event that, notwithstanding the foregoing, the Trustee or
     the Holder of any Note shall have received any payment prohibited by the
     foregoing provisions of this Section 11.03, then and in such event such
     payment shall be paid over and delivered forthwith to the Representative,
     in trust for distribution to the holders of Senior Debt or, if no amounts
     are then due in respect of Senior Debt, promptly returned to the Obligor,
     or otherwise as a court of competent jurisdiction shall direct.

          Section 11.04 TRUSTEE'S RELATION TO SENIOR DEBT. With respect to the
holders of Senior Debt, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 11, and no implied covenants or obligations with respect to the holders
of Senior Debt shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and the Trustee shall not be liable to any holder of Senior Debt if it
shall mistakenly pay over or deliver to Holders, the Obligor or any other Person
moneys or assets to which any holder of Senior Debt shall be entitled by virtue
of this Article 11 or otherwise.

          Section 11.05 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT. Subject
to the payment in full in cash of all Senior Debt, the Holders of the Notes
shall be subrogated to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of, premium, if any, and interest on the Notes
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of Senior Debt of any cash, property or securities
to which the Holders of the Notes or the Trustee would be entitled except for
the provisions of this Article 11, and no payments pursuant to the provisions of
this Article 11 to the holders of Senior Debt by Holders of the Notes or the
Trustee, shall, as among the Obligor, its creditors other than holders of Senior
Debt and the Holders of the Notes, be deemed to be a payment or distribution by
the Obligor to or on account of the Senior Debt.

          If the payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article 11 shall have been
applied, pursuant to the provisions of this Article 11, to the payment of all
amounts payable under the Senior Debt of the Obligor, then and in such case the
Holders shall be entitled to receive from the holders of such Senior Debt at the
time outstanding any payments or distributions received by such holders of such
Senior Debt in excess of the amount sufficient to indefeasibly pay all amounts
payable under or in respect of such Senior Debt in full in cash.

          Section 11.06 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article 11 are and are intended solely for the purpose of
defining the relative rights of the Holders of the Notes on the one hand and the
holders of Senior Debt on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Notes is intended to or shall (a) impair,
as among the Obligor, its creditors other than holders of Senior Debt and the
Holders of the Notes, the obligation of the Obligor, which is absolute and
unconditional, to pay to the

                                       44
<Page>

Holders of the Notes the principal of, premium, if any, and interest on the
Notes as and when the same shall become due and payable in accordance with their
terms or (b) affect the relative rights against the Obligor of the Holders of
the Notes and creditors of the Obligor other than the holders of Senior Debt in
any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, arrangement, reorganization or other similar case or proceeding in
connection therewith, or any liquidation, dissolution or other winding-up, or
any assignment for the benefit of creditors or other marshaling of assets and
liabilities referred to in Section 11.02 hereof, to receive, pursuant to and in
accordance with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

          Section 11.07 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Note by his acceptance thereof authorizes and directs the Trustee on his behalf
to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Obligor whether in
bankruptcy, insolvency, receivership proceedings or otherwise, the timely filing
of a claim for the unpaid balance of the indebtedness of the Obligor owing to
such Holder in the form required in such proceedings and the causing of such
claim to be approved. If the Trustee does not file such a claim prior to 30 days
before the expiration of the time to file such a claim, the holders of Senior
Debt, or any Representative, may file such a claim on behalf of Holders of the
Notes.

          Section 11.08 NO WAIVER OF SUBORDINATION PROVISIONS.

          (a)   No right of any present or future holder of any Senior Debt to
     enforce subordination as herein provided shall at any time in any way be
     prejudiced or impaired by any act or failure to act on the part of the
     Obligor or by any act or failure to act by any such holder, or by any
     non-compliance by the Obligor with the terms, provisions and covenants of
     this Indenture, regardless of any knowledge thereof the Obligor or any such
     holder may have or be otherwise charged with.

          (b)   Without limiting the generality of subsection (a) of this
     Section 11.08, the holders of Senior Debt may, at any time and from time to
     time, without the consent of or notice to the Trustee or the Holders of the
     Notes, without incurring responsibility to the Holders of the Notes and
     without impairing or releasing the subordination provided in this Article
     11 or the obligations hereunder of the Holders of the Notes to the holders
     of Senior Debt, do any one or more of the following: (1) change the manner,
     place or terms of payment or extend the time of payment of, or renew or
     alter, Senior Debt or any instrument evidencing the same or any agreement
     under which Senior Debt is outstanding; (2) sell, exchange, release or
     otherwise deal with any property pledged, mortgaged or otherwise securing
     Senior Debt; (3) release any Person liable in any manner for the collection
     or payment of Senior Debt; and (4) exercise or refrain from exercising any
     rights against the Obligor or any other Person.

          Section 11.09 NOTICE TO TRUSTEE.

          (a)   The Obligor shall give prompt written notice to the Trustee of
     any fact known to the Obligor which could prohibit the making of any
     payment to or by the Trustee in respect of the Notes. Notwithstanding the
     provisions of this Article 11 or any

                                       45
<Page>

     other provision of this Indenture, the Trustee shall not be charged with
     knowledge of the existence of any facts which would prohibit the making of
     any payment to or by the Trustee in respect of the Notes, unless and until
     the Trustee shall have received at least (3) Business Days' written notice
     thereof from the Obligor or a holder of Senior Debt or from any trustee,
     fiduciary or agent therefore; and, prior to the receipt of any such written
     notice, the Trustee, subject to the provisions of this Section 11.09, shall
     be entitled in all respects to assume that no such facts exist.

          (b)   Subject to the provisions of Article V hereof, the Trustee shall
     be entitled to rely on the delivery to it of a written notice to the
     Trustee and the Obligor by a Person representing itself to be a holder of
     Senior Debt (or a trustee, fiduciary or agent therefor) to establish that
     such notice has been given by a holder of Senior Debt (or a trustee,
     fiduciary or agent therefor); provided, however, that failure to give such
     notice to the Obligor shall not affect in any way the ability of the
     Trustee to rely on such notice. In the event that the Trustee determines in
     good faith that further evidence is required with respect to the right of
     any Person as holder of Senior Debt to participate in any payment or
     distribution pursuant to this Article 11, the Trustee may request such
     Person to furnish evidence to the reasonable satisfaction of the Trustee as
     to the amount of Senior Debt held by such Person, the extent to which such
     Person is entitled to participate in such payment or distribution and any
     other facts pertinent to the rights of such Person under this Article 11,
     and if such evidence is not furnished, the Trustee may defer any payment to
     such Person pending judicial determination as to the right of such Person
     to receive such payment.

          Section 11.10 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Obligor referred to in
this Article 11, the Trustee, subject to the provisions of Article V hereof, and
the Holders shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding-up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior Debt and
other Debt of the Obligor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

          Section 11.11 RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR DEBT;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article 11 with respect to any
Senior Debt which may at any time be held by it, to the same extent as any other
holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder. Nothing in this Article 11 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.07 hereof.

          Section 11.12 ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Obligor
and be then acting hereunder, the term "Indenture Trustee" as used in this
Article 11 shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within

                                       46
<Page>

its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article 11 in addition to or in place of the Trustee.

                                       47
<Page>

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

                                        The Alpine Group, Inc.


                                        By: /s/ Steven S. Elbaum
                                           ------------------------------
                                           Name:  Steven S. Elbaum
                                           Title: Chairman of the Board
                                                  and Chief Executive Officer


                                        American Stock Transfer & Trust Company


                                        By: /s/ Herbert J. Lemmer
                                           ------------------------------
                                           Name: Herbert J. Lemmer
                                           Title: Vice President

                                       48
<Page>

                                                                       EXHIBIT A

                                  FORM OF NOTE

                             [FORM OF FACE OF NOTE]

                                                                 CUSIP No.______


                             THE ALPINE GROUP, INC.

                6% Junior Subordinated Note due December 31, 2010

No. R-____                                          $_______________


          THE ALPINE GROUP, INC, a Delaware corporation (herein called the
"OBLIGOR"), for value received, hereby promises to pay to [________] (the
"HOLDER") or to its registered assigns, the principal sum of U.S.$___________ on
December 31, 2010 (the "MATURITY DATE"), and to pay interest on said principal
sum semi-annually on June 30 and December 31 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 31, 2003, at the rate of 6% per annum of the
principal amount then outstanding from the original issuance date of the Notes,
until payment of the principal sum has been made 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
person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Record Date for such Interest Payment Date,
which shall be the 15th day (whether or not a Business Day) next preceding such
Interest Payment Date, PROVIDED that interest payable on an Interest Payment
Date that is a Redemption Date or the Maturity Date shall be payable to the
Person to whom principal is payable. Any such interest that is payable but is
not so punctually paid or duly provided for shall forthwith cease to be payable
to the registered Holder on such Record Date and may be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not earlier than 10 days prior to such Special Record Date.

          The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Debt, and this Note is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Debt, whether now outstanding or hereafter incurred,
and waives reliance by each such Holder upon said provisions.

                                       A-1
<Page>

          Payment of the principal and interest on this Note will be made at the
Place of Payment 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.

          Reference is made to the further provisions of this Note and to
certain definitions set forth on the reverse hereof, which shall have the same
effect as though fully set forth at this place. 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 Obligor has caused this instrument to be duly
executed by manual or facsimile signature.

Dated:

                                        THE ALPINE GROUP, INC.


                                        By:
                                           ------------------------------
                                           Authorized Officer


                                        By:
                                           ------------------------------
                                           Authorized Officer


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                        AMERICAN STOCK TRANSFER & TRUST
                                        COMPANY, as Trustee


                                        By:
                                           ------------------------------
                                           Authorized Officer

                                       A-2
<Page>

                        [FORM OF REVERSE OF INITIAL NOTE]

                             THE ALPINE GROUP, INC.

                6% Junior Subordinated Note due December 31, 2010

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.    INTEREST. The Alpine Group, Inc., a Delaware corporation (the
"OBLIGOR"), promises to pay interest on the principal amount of this Note at the
rate of 6% per annum from August 4, 2003 until payment of the principal amount
hereof has been made or duly provided for. The Obligor shall pay interest on
each Interest Payment Date (or if such day is not a Business Day, on the next
succeeding Business Day and no interest on the amount payable on such Interest
Payment Date shall accrue for the intervening period). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Issue Date; PROVIDED
that if there is no existing default or Event of Default relating to the payment
of interest, and if this Note is authenticated between a Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be December 31, 2003. The Obligor shall
pay interest (including post-petition interest in any proceeding under any
Federal or State bankruptcy, insolvency, reorganization, or other similar law)
on overdue principal and premium, if any, from time to time on demand at the
rate borne by this Note. The Obligor shall pay interest (including post-petition
interest in any proceeding under any Federal or State bankruptcy, insolvency,
reorganization, or other similar law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

          2.    METHOD OF PAYMENT. The Obligor shall pay interest on the Notes
(except Defaulted Interest) to the Persons who are registered Holders of Notes
on the Record Date therefor, even if such Notes are cancelled after such Record
Date and on or before such Interest Payment Date, except as provided in Section
2.06 of the Indenture, PROVIDED that interest payable on an Interest Payment
Date that is a Redemption Date or the Maturity Date shall be payable to the
Person to whom principal is payable. The Notes shall be payable as to principal,
premium, if any, and interest at the office or agency of the Obligor maintained
for such purpose as set forth in Section 9.02 of the Indenture, or, at the
option of the Obligor, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the Security Register. Payment of
principal of, premium, if any, and interest on the Notes shall be 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.

          3.    PAYING AGENT AND REGISTRAR. Initially, American Stock Transfer &
Trust Company, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Obligor may appoint and change any Paying Agent or Registrar
without notice to any Holder. The Obligor or any of its Subsidiaries may act in
any such capacity.

                                       A-3
<Page>

          4.    INDENTURE. The Obligor issued the Notes under an Indenture dated
as of August 4, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "INDENTURE") between the Obligor and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the TIA, but only to the extent the
Indenture is qualified under the TIA. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

          5.    OPTIONAL REDEMPTION. The Obligor, at its option, upon not less
than 30 nor more than 60 days' notice, may redeem at any time all, or from time
to time a portion, of the Notes on any date set by the Board of Directors, if
redeemed at any time during the periods specified below, at the following
Redemption Prices (expressed as a percentage of principal amount at Stated
Maturity), together, in each case, with accrued and unpaid interest to the
Redemption Date:

<Table>
<Caption>
                      Applicable Period                                   Percentage
                      -----------------                                   ----------
         <S>                                                                <C>
         Issue Date through and including
         December 31, 2004                                                  103.00%

         January 1, 2005 through and including
         December 31, 2005                                                  102.00%

         January 1, 2006 through and including
         December 31, 2006                                                  101.00%

         and thereafter                                                     100.00%
</Table>

          6.    REDEMPTION UPON CHANGE OF CONTROL. In the event of a Change of
Control, the Obligor will, to the extent of funds legally available therefore
and subject to the prior payment in full of all other obligations (including,
without limitation, Senior Debt) that are then due or become due as a result of
such Change of Control make an offer to redeem (the "Change Of Control Offer")
all of the Notes then Outstanding at a purchase price in cash equal to the then
applicable Redemption Price, plus accrued and unpaid interest thereon, to the
date of redemption. Within 30 days following the occurrence of any Change of
Control, notice by first-class mail, postage prepaid, shall be given to each
Holder to be redeemed at his or her last address as the same appears on the
Securities Register. Such notice shall state: (i) that a Change of Control has
occurred and that the Holders have the right to require the Obligor to redeem
all or a portion of their Notes at a purchase price in cash equal to the
Redemption Price which would then be applicable if such redemption was being
effected pursuant to Section 10.05 of the Indenture (the "Change of Control
Redemption Price") to the date of purchase (the "Change of Control Purchase
Date"), which shall be a Business Day, specified in such notice, that is not
earlier than 30 days or later than 60 days from the date such notice is mailed;
(ii) that payment will be made upon presentation and surrender of the Notes;
(iii) that accrued and unpaid interest thereon to the Change of Control Purchase
Date will be paid; (iv) that on and after the

                                       A-4
<Page>

Change of Control Purchase Date, interest will cease to accrue on such Notes so
redeemed; and (v) such other information as is specified in Sections 10.01
through 10.04 of the Indenture.

          Any notice of a Change of Control Offer which is mailed as herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. On or after the date fixed for redemption as
stated in such notice of a Change of Control Offer, each Holder electing to
accept such Change of Control Offer shall surrender the Notes to the Obligor at
the place designated in such notice and shall thereupon be entitled to receive
payment of the Change of Control Redemption Price. If the Holder elects to have
redeemed less than the entire principal amount represented by any such Notes, a
new Note shall be issued representing the portion of the principal amount not so
redeemed.

          7.    MANDATORY REDEMPTION. Except as provided in the immediately
succeeding sentence, the Obligor shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes. The Notes are
subject to redemption, by lot, in an amount equal to one-eighth (1/8th) of the
aggregate principal amount of the Notes Outstanding, without premium, on each of
the following dates:

                            MANDATORY REDEMPTION DATE

                                June 30, 2007
                                December 31, 2007
                                June 30, 2008
                                December 31, 2008
                                June 30, 2009
                                December 31, 2009
                                June 30, 2010
                                December 31, 2010

          8.    NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder whose Notes are to be redeemed at its registered address.

          9.    DENOMINATIONS, TRANSFER, EXCHANGE. (a) The Notes are in
registered form without coupons in minimum denominations of $50.00 and integral
multiples of $50.00 in excess thereof. The transfer of Notes maybe registered
and Notes may be exchanged only as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Obligor may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Obligor
need not exchange or register the transfer of any Note called for redemption.
Also, the Obligor need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption.

          10.   PERSONS DEEMED OWNERS. Except as provided in the Indenture, the
registered Holder of a Note on the Registrar's books may be treated as its owner
for all purposes under the Indenture.

                                       A-5
<Page>

          11.   AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Obligor and the rights of the
Holders of the Notes under the Indenture at any time by the Obligor and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Notes affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all Notes, to
waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of 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.

          12.   DEFAULTS AND REMEDIES. The Indenture provides that each of the
following events constitutes an Event of Default with respect to this Note on
and after the Issue Date: (A) failure to make any payment of principal when due
(whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to
make any payment of interest when due on the Notes, which failure is not cured
within 30 days; (C) failure of the Obligor to observe or perform any of its
other covenants or warranties under the Indenture for the benefit of the holders
of the Notes, which failure is not cured within 90 days after notice is given as
specified in the Indenture; and (D) certain events of bankruptcy, insolvency, or
reorganization of the Obligor.

          If an Event of Default with respect to the Notes shall occur and be
continuing, the principal amount hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.

          13.   AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          14.   ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

          15.   CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Obligor has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          16.   GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       A-6
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Obligor. The agent may substitute
another to act for him.


________________________________________________________________________________


Date:                             Your Signature:
     -----------------------                     -------------------------------

                                  (Sign exactly as your name appears on the face
                                  of this Note)

                                  Tax Identification No:________________________

                                  SIGNATURE GUARANTEE:


                                  ----------------------------------------------
                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.

                                       A-7