<Page>

                                                                     EXHIBIT 4.4

                    CENTERPOINT PROPERTIES TRUST, AS OBLIGOR

                                       AND

                    _____________________________, AS TRUSTEE


                                    INDENTURE

                       DATED AS OF _______________________


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                          SUBORDINATED DEBT SECURITIES

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>             <C>                                                                                              <C>
ARTICLE ONE
                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................................1
Section 101.    Definitions.......................................................................................1
Section 102.    Compliance Certificates and Opinions.............................................................10
Section 103.    Form of Documents Delivered To Trustee...........................................................11
Section 104.    Acts of Holders..................................................................................11
Section 105.    Notices, etc., to Trustee and Company............................................................13
Section 106.    Notice To Holders; Waiver........................................................................13
Section 107.    Effect of Headings and Table of Contents.........................................................14
Section 108.    Successors and Assigns...........................................................................14
Section 109.    Separability Clause..............................................................................14
Section 110.    Benefits of Indenture............................................................................14
Section 111.    No Personal Liability............................................................................15
Section 112.    Governing Law....................................................................................15
Section 113.    Legal Holidays...................................................................................15

ARTICLE TWO
                SECURITIES FORMS.................................................................................15
Section 201.    Forms of Securities..............................................................................15
Section 202.    Form of Trustee's Certificate of Authentication..................................................16
Section 203.    Securities Issuable In Global Form...............................................................16

ARTICLE THREE
                THE SECURITIES...................................................................................17
Section 301.    Amount Unlimited: Issuable In Series.............................................................17
Section 302.    Denominations....................................................................................21
Section 303.    Execution, Authentication, Delivery and Dating...................................................21
Section 304.    Temporary Securities.............................................................................23
Section 305.    Registration, Registration of Transfer and Exchange..............................................25
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities.................................................28
Section 307.    Payment of Interest; Interest Rights Preserved...................................................29
Section 308.    Persons Deemed Owners............................................................................31
Section 309.    Cancellation.....................................................................................32
Section 310.    Computation of Interest..........................................................................33

ARTICLE FOUR
                SATISFACTION AND DISCHARGE.......................................................................33
Section 401.    Satisfaction and Discharge of Indenture..........................................................33
Section 402.    Application of Trust Funds.......................................................................34

ARTICLE FIVE
                REMEDIES.........................................................................................34

                                        i
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<Caption>
<S>             <C>                                                                                              <C>
Section 501.    Events of Default................................................................................34
Section 502.    Acceleration of Maturity; Rescission and Annulment...............................................36
Section 503.    Collection of Indebtedness and Suits For Enforcement By Trustee..................................37
Section 504.    Trustee May File Proofs of Claim.................................................................38
Section 505.    Trustee May Enforce Claims Without Possession of Securities or Coupons...........................39
Section 506.    Application of Money Collected...................................................................39
Section 507.    Limitation on Suits..............................................................................40
Section 508.    Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any,
                    Interest and Additional Amounts..............................................................40
Section 509.    Restoration of Rights and Remedies...............................................................41
Section 510.    Rights and Remedies Cumulative...................................................................41
Section 511.    Delay or Omission Not Waiver.....................................................................41
Section 512.    Control By Holders of Securities.................................................................41
Section 513.    Waiver of Past Defaults..........................................................................41
Section 514.    Waiver of Usury, Stay or Extension Laws..........................................................42
Section 515.    Undertaking For Costs............................................................................42

ARTICLE SIX
                THE TRUSTEE......................................................................................42
Section 601.    Notice of Defaults...............................................................................42
Section 602.    Certain Rights of Trustee........................................................................43
Section 603.    Not Responsible For Recitals or Issuance of Securities...........................................44
Section 604.    May Hold Securities..............................................................................45
Section 605.    Money Held In Trust..............................................................................45
Section 606.    Compensation and Reimbursement...................................................................45
Section 607.    Corporate Trustee Required; Eligibility; Conflicting Interests...................................46
Section 608.    Resignation and Removal; Appointment of Successor................................................46
Section 609.    Acceptance of Appointment By Successor...........................................................47
Section 610.    Merger, Conversion, Consolidation or Succession to Business......................................48
Section 611.    Appointment of Authenticating Agent..............................................................48
Section 612.    Certain Duties and Responsibilities of the Trustee...............................................50

ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................51
Section 701.    Disclosure of Names and Addresses of Holders.....................................................51
Section 702.    Reports By Trustee...............................................................................51
Section 703.    Reports By Company...............................................................................52
Section 704.    The Company to Furnish Trustee Names and Addresses of Holders....................................52

ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.................................................53
Section 801.    Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
                    Certain Conditions...........................................................................53
Section 802.    Rights and Duties of Successor Entity............................................................53
Section 803.    Officers' Certificate and Opinion of Counsel.....................................................53

                                       ii
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<Caption>
<S>             <C>                                                                                              <C>
ARTICLE NINE
                SUPPLEMENTAL INDENTURES..........................................................................54
Section 901.    Supplemental Indentures Without Consent of Holders...............................................54
Section 902.    Supplemental Indentures With Consent of Holders..................................................55
Section 903.    Execution of Supplemental Indentures.............................................................57
Section 904.    Effect of Supplemental Indentures................................................................57
Section 905.    Conformity With Trust Indenture Act..............................................................57
Section 906.    Reference in Securities to Supplemental Indentures...............................................57

ARTICLE TEN
                COVENANTS........................................................................................57
Section 1001.   Payment of Principal, Premium (if any), Make-Whole Amount (if any),
                Interest and Additional Amounts..................................................................57
Section 1002.   Maintenance of Office or Agency..................................................................58
Section 1003.   Money For Securities Payments to be Held in Trust................................................59
Section 1004.   [Omitted]........................................................................................60
Section 1005.   [Omitted]........................................................................................60
Section 1006.   Existence........................................................................................60
Section 1007.   Maintenance of Properties........................................................................61
Section 1008.   Insurance........................................................................................61
Section 1009.   Payment of Taxes and Other Claims................................................................61
Section 1010.   Provision of Financial Information...............................................................61
Section 1011.   Statement as to Compliance.......................................................................62
Section 1012.   Additional Amounts...............................................................................62
Section 1013.   Waiver of Certain Covenants......................................................................63

ARTICLE ELEVEN
                REDEMPTION OF SECURITIES.........................................................................63
Section 1101.    Applicability of Article........................................................................63
Section 1102.    Election To Redeem; Notice To Trustee...........................................................63
Section 1103.    Selection by Trustee of Securities to be Redeemed...............................................63
Section 1104.    Notice of Redemption............................................................................64
Section 1105.    Deposit of Redemption Price.....................................................................65
Section 1106.    Securities Payable on Redemption Date...........................................................65
Section 1107.    Securities Redeemed in Part.....................................................................66

ARTICLE TWELVE
                SINKING FUNDS....................................................................................67
Section 1201.    Applicability of Article........................................................................67
Section 1202.    Satisfaction of Sinking Fund Payments with Securities...........................................67
Section 1203.    Redemption of Securities for Sinking Fund.......................................................67

ARTICLE THIRTEEN
                REPAYMENT AT THE OPTION OF HOLDERS...............................................................68
Section 1301.    Applicability of Article........................................................................68
Section 1302.    Repayment of Securities.........................................................................68
Section 1303.    Exercise of Option..............................................................................68

                                       iii
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<Caption>
<S>             <C>                                                                                              <C>
Section 1304.    When Securities Presented for Repayment Become Due and Payable..................................69
Section 1305.    Securities Repaid in Part.......................................................................70

ARTICLE FOURTEEN
                DEFEASANCE AND COVENANT DEFEASANCE...............................................................70
Section 1401.    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..........70
Section 1402.    Defeasance and Discharge........................................................................70
Section 1403.    Covenant Defeasance.............................................................................71
Section 1404.    Conditions to Defeasance or Covenant Defeasance.................................................71
Section 1405.    Deposited Money and Government Obligations to be Held in Trust;
                 Other Miscellaneous Provisions..................................................................73

ARTICLE FIFTEEN
                MEETINGS OF HOLDERS OF SECURITIES................................................................74
Section 1501.    Purposes For Which Meetings May Be Called.......................................................74
Section 1502.    Call, Notice and Place of Meetings..............................................................74
Section 1503.    Persons Entitled to Vote at Meetings............................................................74
Section 1504.    Quorum; Action..................................................................................74
Section 1505.    Determination of Voting Rights; Conduct and Adjournment of Meetings.............................75
Section 1506.    Counting Votes and Recording Action of Meetings.................................................76
Section 1507.    Evidence of Action Taken by Holders.............................................................77
Section 1508.    Proof of Execution of Instruments...............................................................77

ARTICLE SIXTEEN
                SUBORDINATION....................................................................................77
Section 1601.    Securities Subordinated to Senior Debt..........................................................77
Section 1602.    Company Not to Make Payments with Respect to Securities in Certain Circumstances................78
Section 1603.    Subrogation of Securities.......................................................................79
Section 1604.    Authorization by Holders........................................................................80
Section 1605.    Notices to Trustee..............................................................................80
Section 1606.    Trustee's Relation to Senior Debt...............................................................81
Section 1607.    No Impairment of Subordination..................................................................81
Section 1608.    Article 16 Not to Prevent Events of Default.....................................................81
Section 1609.    Paying Agents Other Than the Trustee............................................................82
Section 1610.    Securities Senior to Subordinated Indebtedness..................................................82

Exhibit A  -   FORMS OF CERTIFICATION
</Table>

                                       iv
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                    CENTERPOINT PROPERTIES TRUST, AS OBLIGOR

     Reconciliation and tie between Trust Indenture Act of 1939 (the "1939 Act")
and this Indenture, dated as of _________________.

<Table>
<Caption>
Trust Indenture Act Section                                                                     Indenture Section
<S>             <C>                                                                           <C>
Section 310     (a)(1)........................................................................................607
                (a)(2)........................................................................................607
                (b)......................................................................................607, 608
Section 312     (c)...........................................................................................701
Section 313     (a)...........................................................................................702
                (c)...........................................................................................702
Section 314     (a)...........................................................................................703
                (a)(4).......................................................................................1011
                (c)(1)........................................................................................102
                (c)(2)........................................................................................102
                (e)...........................................................................................102
Section 315     (b)...........................................................................................601
Section 316     (a)(last sentence)............................................................101 ("Outstanding")
                (a)(1)(A)................................................................................502, 512
                (a)(1)(B).....................................................................................513
                (b)...........................................................................................508
Section 317     (a)(1)........................................................................................503
                (a)(2)........................................................................................504
Section 318     (a)...........................................................................................112
                (c)...........................................................................................112
</Table>

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

     Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

                                        v
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     Indenture (this "Indenture"), dated as of _______________, by and between
CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (the
"Company"), having its principal office at 1808 Swift Road, Oak Brook, Illinois
60523, and _________________________________, _________________________________,
as Trustee hereunder (the "Trustee"), having its Corporate Trust Office (as
defined below) at ________________________________________________.

                             RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debt securities (the "Securities") evidencing its
unsecured and subordinated indebtedness, and has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
the Securities, unlimited as to principal amount, to bear interest at the rates
or formulas, to mature at such times and to have such other provisions as shall
be fixed as hereinafter provided.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.   DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

          (2)   all other terms used herein which are defined in the TIA, either
     directly or by reference therein, have the meanings assigned to them
     therein, and the terms "cash transaction" and "self-liquidating paper," as
     used in TIA Section 311, shall have the meanings assigned to them in the
     rules of the Commission adopted under the TIA;

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

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          (4)   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 104.

     "ADDITIONAL AMOUNTS" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.

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

     "AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

     "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

     "BANKRUPTCY LAW" has the meaning set forth in Section 501.

     "BEARER SECURITY" means any Security established pursuant to Section 201
which is payable to bearer.

     "BOARD OF TRUSTEES" means the Board of Trustees of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder, as the case may be.

     "BOARD RESOLUTION" means a copy of a resolution of the Company certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Trustees and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

                                      - 2 -
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     "CLEARSTREAM" means Clearstream Banking, societe anonyme, or its successor.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after
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.

     "COMMON STOCK" means, with respect to any Person, capital stock or shares
of beneficial interest issued by such Person, other than Preferred Stock.

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

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

     "CONVERSION EVENT" means the cessation of use of a Foreign Currency both by
the government of the country which issued such currency and for the settlement
of transactions by a central bank or other public institutions of or within the
international banking community.

     "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at __________________.

     "CORPORATION" includes corporations, associations, companies and business
trusts.

     "COUPON" means any interest coupon appertaining to a Bearer Security.

     "CUSTODIAN" has the meaning specified in Section 501.

     "DEBT" of the Company or any Subsidiary means any indebtedness of the
Company or any Subsidiary, whether or not contingent, in respect of (i) borrowed
money or evidenced by bonds, notes, debentures or similar instruments, (ii)
indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by the Company or any Subsidiary,
(iii) reimbursement obligations in connection with any letters of credit
actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property of the Company or
any Subsidiary as lessee which is reflected on the Company's consolidated
balance sheet as a capitalized lease in accordance with GAAP, in the case of
items of indebtedness under (i) through (iii) above to the extent that any such
items (other than letters of credit) would appear as a liability on the
Company's consolidated balance sheet in accordance with GAAP, and also includes,
to the extent not otherwise included, any obligation of the Company or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
indebtedness of another person (other than the Company or any Subsidiary).

                                      - 3 -
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     "DEFAULTED INTEREST" has the meaning specified in Section 307.

     "DTC" means The Depository Trust Company for so long as it shall be a
clearing agency registered under the Exchange Act, or such successor as the
Company shall designate from time to time in an Officers' Certificate delivered
to the Trustee.

     "DOLLAR" or "$"means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

     "EURO" means the single currency of the participating member states of the
European Union as defined under EC Regulation 1103/97 adopted under Article 235
of the Treaty on European Union and under EC Regulation 974/98 adopted under
Article 1091(4) of the Treaty on European Union or any successor European
legislation from time to time.

     "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

     "EVENT OF DEFAULT" has the meaning specified in Article Five.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any successor
statute thereto, in each case as amended from time to time and the rules and
regulations of the Commission thereunder.

     "FOREIGN CURRENCY" means any currency, currency unit or composite currency,
including, without limitation, the Euro issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis.

     "GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation 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 from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

                                      - 4 -
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     "HOLDER" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; PROVIDED, HOWEVER, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

     "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1012, includes such
Additional Amounts.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "MAKE-WHOLE AMOUNT" means the amount, if any, in addition to principal
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 301, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

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

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Trustees, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

                                      - 5 -
<Page>

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

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

     "OUTSTANDING," when used with respect to Securities of all series or one or
more series, as the context requires, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
EXCEPT:

          (i)       Securities theretofore canceled by the Trustee or delivered
     to the Trustee for cancellation;

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

          (iii)     Securities, except to the extent provided in Sections 401,
     1402 and 1403, as applicable, with respect to which the Company has
     effected defeasance and/or covenant defeasance as provided in Articles Four
     or Fourteen;

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

          (v)       Securities converted into Common Stock or Preferred Stock
     pursuant to or in accordance with this Indenture if the terms of such
     Securities provide for convertibility pursuant to Section 301;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a

                                      - 6 -
<Page>

Foreign Currency that may be counted in making such determination or calculation
and that shall be deemed Outstanding for such purpose shall be equal to the
Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in cause (i)
above) of such Security, (iii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities owned as
provided in the preceding clause (iv) which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on or
Additional Amounts with respect to any Securities or coupons on behalf of the
Company.

     "PAYMENT OR DISTRIBUTION" has the meaning set forth in Section 1601.

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

     "PLACE OF PAYMENT," when used with respect to the Securities of or within
any series, means the place or places where the principal of (and premium or
Make-Whole Amount, if any) and interest on or Additional Amounts with respect to
such Securities are payable as specified as contemplated by Sections 301 and
1002.

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

     "PREFERRED STOCK" means, with respect to any Person, capital stock or
shares of beneficial interest issued by such Person that is entitled to a
preference or priority over any other

                                      - 7 -
<Page>

capital stock or shares of beneficial interest issued by such Person upon any
distribution of such Person's assets, whether by dividend or upon liquidation.

     "REDEMPTION DATE," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture.

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

     "REGISTERED SECURITY" shall mean any Security which is registered in the
Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.

     "REPAYMENT DATE" means, when used with respect to any Security to be repaid
at the option of the Holder, the date fixed for such repayment by or pursuant to
this Indenture.

     "REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the 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 such officer's knowledge and familiarity with the
particular subject.

     "SECURITIES ACT" means the Securities Act of 1933 and any successor statute
thereto, in each case as amended from time to time and the rules and regulations
of the Commission thereunder.

     "SECURITY" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; PROVIDED, HOWEVER, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

                                      - 8 -
<Page>

     "SENIOR DEBT" means (i) the principal of and premium, if any, and interest
on indebtedness for borrowed money, (ii) purchase money and similar obligations,
(iii) obligations under capital leases, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for payment of, such indebtedness of others, (v) renewals,
extensions and refunding of any such indebtedness, (vi) interest or obligations
in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii) obligations associated with
derivative products such as interest rate and currency exchange contracts,
foreign exchange contracts, commodity contracts, and similar arrangements,
unless, in each case, the instrument by which the Company incurred, assumed or
guaranteed the indebtedness or obligations described in clauses (i) through
(vii) expressly provides that such indebtedness or obligation is subordinate or
junior in right of payment to any other indebtedness or obligations of the
Company. As used in the preceding sentence, the term "purchase-money
obligations" shall mean indebtedness or obligations evidenced by a note,
debenture, bond or other instrument (whether or not secured by any lien or other
security interest but excluding indebtedness or obligations for which recourse
is limited to the property purchased) issued or assumed as all or a part of the
consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, but shall not include any trade accounts payable.

     "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act) of the Company.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

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

     "SUBSIDIARY" means a corporation, real estate investment trust, partnership
or limited liability company, a majority of the outstanding voting stock,
partnership interests or membership interests, as the case may be, of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company. CenterPoint Realty Services Corporation and its
subsidiaries are Subsidiaries for purposes of this definition. For the purposes
of this definition, "voting stock" means stock having voting power for the
election of directors, general partners, managers or trustees, as the case may
be, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.

     "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905; PROVIDED, HOWEVER, that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" or
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

                                      - 9 -
<Page>

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

     "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     "UNITED STATES PERSON" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

     "YIELD TO MATURITY" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

     SECTION 102.   COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1011) shall include:

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

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

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

                                     - 10 -
<Page>

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

     SECTION 103.   FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

     SECTION 104.   ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

                                     - 11 -
<Page>

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

     (c)  The ownership of Registered Securities shall be proved by the Security
Register. As to any matter relating to beneficial ownership interests issued in
global form, the appropriate depository's records shall be dispositive for
purposes of this Indenture.

     (d)  The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

     (e)  If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a 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 Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act 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 purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities 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 eleven
months after the record date.

                                     - 12 -
<Page>

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

     SECTION 105.    NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,

          (1)   the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention:
     ___________________, or

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

          (3)   either the Trustee or the Company, by the other party, shall be
     sufficient for every purpose hereunder if given by facsimile transmission,
     receipt confirmed by telephone followed by an original copy delivered by
     guaranteed overnight courier; if to the Trustee at facsimile number
     _______________, phone number _______________; and if to the Company at
     facsimile number (630) 586-8010, phone number (630) 586-8000.

     SECTION 106.   NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders of Registered Securities by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities 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
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

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

                                     - 13 -
<Page>

     Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such Securities on
a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. Any
such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.

     If by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 107.   EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 108.   SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company shall be binding on their respective successors and
assigns, whether so expressed or not.

     SECTION 109.   SEPARABILITY CLAUSE. In case any provision in this Indenture
or in any Security or coupon 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 110.   BENEFITS OF INDENTURE. Nothing in this Indenture, or in the
Securities or coupons, express or implied, shall give to any Person, other than
the Parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                                     - 14 -
<Page>

     SECTION 111.   NO PERSONAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such, or against any past,
present or future shareholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

     SECTION 112.   GOVERNING LAW. This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the law of the State of
New York. This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

     SECTION 113.   LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu hereof), payment of interest or
any Additional Amounts or principal (and premium or Make-Whole Amount, if any)
need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date, Redemption Date, Repayment Date
or sinking fund payment date, or at the Stated Maturity or Maturity, PROVIDED
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be, if such amount is
so paid on the next succeeding Business Day.

                                   ARTICLE TWO
                                SECURITIES FORMS

     SECTION 201.   FORMS OF SECURITIES. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of EXHIBIT A hereto or in such other
form as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with this Indenture, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

     Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

                                     - 15 -
<Page>

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

     SECTION 202.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                              -----------------------,
                              as Trustee


                              By:
                                 -----------------------------------------------
                                    Authorized Signatory

     SECTION 203.   SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security in global form shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders thereof, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium or
Make-Whole

                                     - 16 -
<Page>

Amount, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or Clearstream.

                                  ARTICLE THREE
                                 THE SECURITIES

     SECTION 301.   AMOUNT UNLIMITED: ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable:

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

          (2)   any limit upon the aggregate principal amount of the Securities
     of the series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

          (3)   the date or dates, or the method by which such date or dates
     will be determined, on which the principal of the Securities of the series
     shall be payable;

          (4)   the rate or rates at which the Securities of the series shall
     bear interest, if any, or the method by which such rate or rates shall be
     determined, the date or dates from which such interest shall accrue or the
     method by which such date or dates shall be determined, the Interest
     Payment Dates on which such interest will be payable and the Regular Record
     Date, if any, for the interest payable on any Registered Security on any
     Interest Payment Date, or the method by which such date shall be
     determined, and the basis upon which interest shall be calculated if other
     than that of a 360-day year of twelve 30-day months;

          (5)   the place or places, if any, other than or in addition to the
     Borough of Manhattan, the City of New York, where the principal of (and
     premium or Make-Whole Amount, if any), interest, if any, on, and Additional
     Amounts, if any, payable in respect of, Securities of the series shall be
     payable, any Registered

                                     - 17 -
<Page>

     Securities of the series may be surrendered for registration of transfer,
     exchange or conversion and notices or demands to or upon the Company in
     respect of the Securities of the series and this Indenture may be served;

          (6)   the period or periods within which, the price or prices
     (including the premium or Make-Whole Amount, if any) at which, the currency
     or currencies, currency unit or units or composite currency or currencies
     in which, and other terms and conditions upon which Securities of the
     series may be redeemed, in whole or in part, at the option of the Company,
     if the Company is to have the option;

          (7)   the obligation, if any, of the Company to redeem, repay or
     purchase Securities of the series pursuant to any sinking fund or analogous
     provision or at the option of a Holder thereof, and the period or periods
     within which or the date or dates on which, the price or prices at which,
     the currency or currencies, currency unit or units or composite currency or
     currencies in which, and other terms and conditions upon which Securities
     of the series shall be redeemed, repaid or purchased (including without
     limitation whether, and the extent to which, the premium shall be payable
     in connection therewith), in whole or in part, pursuant to such obligation;

          (8)   if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which any Registered Securities of the series
     shall be issuable and, if other than the denomination of $5,000, the
     denomination or denominations in which any Bearer Securities of the series
     shall be issuable;

          (9)   if other than the Trustee, the identity of each Security
     Registrar and/or Paying Agent;

          (10)  if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series that shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or, if applicable, the portion of the principal amount of Securities of the
     series that is convertible in accordance with the provisions of this
     Indenture, or the method by which such portion shall be determined;

          (11)  if other than Dollars, the Foreign Currency or Currencies in
     which payment of the principal of (and premium or Make-Whole Amount, if
     any) or interest or Additional Amounts, if any, on the Securities of the
     series shall be payable or in which the Securities of the series shall be
     denominated;

          (12)  whether the amount of payments of principal of (and premium or
     Make-Whole Amount, if any) or interest, if any, on the Securities of the
     series may be determined with reference to an index, formula or other
     method (which index, formula or method may be based, without limitation, on
     one or more currencies, currency units, composite currencies, commodities,
     equity indices or other indices), and the manner in which such amounts
     shall be determined;

                                     - 18 -
<Page>

          (13)  whether the principal of (and premium or Make-Whole Amount, if
     any) or interest or Additional Amounts, if any, on the Securities of the
     series are to be payable, at the election of the Company or a Holder
     thereof, in a currency or currencies, currency unit or units or composite
     currency or currencies other than that in which such Securities are
     denominated or stated to be payable, the period or periods within which,
     and the terms and conditions upon which, such election may be made, and the
     time and manner of, and identity of the exchange rate agent with
     responsibility for, determining the exchange rate between the currency or
     currencies, currency unit or units or composite currency or currencies in
     which such Securities are denominated or stated to be payable and the
     currency or currencies, currency unit or units or composite currency or
     currencies in which such Securities are to be so payable;

          (14)  provisions, if any, granting special rights to the Holders of
     Securities of the series upon the occurrence of such events as may be
     specified;

          (15)  any deletions from, modifications of or additions to the Events
     of Default or covenants of the Company, or the applicability thereof, with
     respect to Securities of the series, whether or not such Events of Default
     or covenants are consistent with the Events of Default or covenants set
     forth herein;

          (16)  whether Securities of the series are to be issuable as
     Registered Securities, Bearer Securities (with or without coupons) or both,
     any restrictions applicable to the offer, sale or delivery of Bearer
     Securities and the terms upon which Bearer Securities of the series may be
     exchanged for Registered Securities of the series and vice versa (if
     permitted by applicable laws and regulations), whether any Securities of
     the series are to be issuable initially in temporary global form and
     whether any Securities of the series are to be issuable in permanent global
     form with or without coupons and, if so, whether beneficial owners of
     interests in any such permanent global Security may exchange such interests
     for Securities of such series and of like tenor of any authorized form and
     denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in Section 305, and, if
     Registered Securities of the series are to be issuable as a global
     Security, the identity of the depositary for such series;

          (17)  the date as of which any Bearer Securities of the series and any
     temporary global Security representing Outstanding Securities of the series
     shall be dated if other than the date of original issuance of the first
     Security of the series to be issued;

          (18)  the Person to whom any interest on any Registered Security of
     the series shall be payable, if other than the Person in whose name the
     Security (or one or more Predecessor Securities) is registered at the close
     of business on the Regular Record Date for such interest, the manner in
     which, or the Person to whom, any interest on any Bearer Security of the
     series shall be payable, if otherwise than upon presentation and surrender
     of the coupons appertaining

                                     - 19 -
<Page>

     thereto as they severally mature, and the extent to which, or the manner in
     which, any interest payable on a temporary global Security on an Interest
     Payment Date will be paid if other than in the manner provided in Section
     304;

          (19)  the applicability, if any, of Section 1402 and/or 1403 to the
     Securities of the series and any provisions in modification of, in addition
     to or in lieu of any of the provisions of Article Fourteen;

          (20)  if the Securities of such series are to be issuable in
     definitive form (whether upon original issue or upon exchange of a
     temporary Security of such series) only upon receipt of certain
     certificates or other documents or satisfaction of other conditions, then
     the form and/or terms of such certificates, documents or conditions;

          (21)  if the Securities of the series are to be issued upon the
     exercise of warrants, the time, manner and place for such Securities to be
     authenticated and delivered;

          (22)  whether and under what circumstances the Company will pay
     Additional Amounts as contemplated by Section 1012 on the Securities of the
     series to any Holder who is not a United States person (including any
     modification to the definition of such term) in respect of any tax,
     assessment or governmental charge and, if so, whether the Company will have
     the option to redeem such Securities rather than pay such Additional
     Amounts (and the terms of any such option);

          (23)  the obligation, if any, of the Company to permit the conversion
     of the Securities of such series into the Company's Common Stock or
     Preferred Stock, as the case may be, and the terms and conditions upon
     which such conversion shall be effected (including, without limitation, the
     initial conversion price or rate, the conversion period, any adjustment of
     the applicable conversion price and any requirements relative to the
     reservation of such shares for purposes of conversion);

          (24)  if convertible, in connection with the preservation of the
     Company's status as a real estate investment trust under the applicable
     provisions of the Internal Revenue Code of 1986, as amended, any applicable
     limitations on the ownership or transferability of the Common Stock or
     Preferred Stock into which such series of Securities is convertible;

          (25)  the specific subordination provisions applicable to the
     Securities, if other than as set forth in Article 16 hereof; and

          (26)  any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case
of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and,

                                     - 20 -
<Page>

unless otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series.

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

     SECTION 302.   DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

     SECTION 303.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed by the
Company's Chairman of the Board, President or one of its Vice Presidents and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to the Trustee or to Euroclear or
Clearstream, as the case may be, in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security

                                     - 21 -
<Page>

or upon exchange of a portion of a temporary global Security shall be deemed to
be delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and canceled.

     If all the Securities of any series are not to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

          (i)   an Opinion of Counsel stating that

                (a)  the form or forms of such Securities and any coupons have
          been established in conformity with the provisions of this Indenture;

                (b)  the terms of such Securities and any coupons have been
          established in conformity with the provisions of this Indenture; and

                (c)  such Securities, together with any coupons appertaining
          thereto, when completed by appropriate insertions and executed and
          delivered by the Company to the Trustee for authentication in
          accordance with this Indenture, authenticated and delivered by the
          Trustee in accordance with this Indenture and issued by the Company in
          the manner and subject to any conditions specified in such Opinion of
          Counsel, will constitute legal, valid and binding obligations of the
          Company, enforceable in accordance with their terms, subject to
          applicable bankruptcy, insolvency, reorganization and other similar
          laws of general applicability relating to or affecting the enforcement
          of creditors' rights generally and to general equitable principles;
          and

          (ii)  an Officers' Certificate stating that all conditions precedent
     provided for in this Indenture relating to the issuance of the Securities
     have been complied with and that, to the best of the knowledge of the
     signers of such certificate, that no Event of Default with respect to any
     of the Securities shall have occurred and be continuing.

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

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or a Company Order, or an

                                     - 22 -
<Page>

Opinion of Counsel or an Officers' Certificate otherwise required pursuant to
the preceding paragraph at the time of issuance of each Security of such series,
but such order, opinion and certificates, with appropriate modifications to
cover such future issuances, shall be delivered at or before the time of
issuance of the first Security of such series.

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
or Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

     SECTION 304.   TEMPORARY SECURITIES. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine as conclusively evidenced by
their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefore a
like principal amount of definitive Securities of the same series of authorized
denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and PROVIDED,
FURTHER, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in

                                     - 23 -
<Page>

Section 303. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

     (b)  Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form other than through the facilities of DTC. If any such temporary
Security is issued in global form, then such temporary global Security shall,
unless otherwise provided therein, be delivered to the London office of a
depositary or common depositary (the "Common Depositary"), for the benefit of
Euroclear and Clearstream, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that unless otherwise specified in such temporary global Security, upon
such presentation by the Common Depositary, such temporary global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and PROVIDED, FURTHER, that definitive
Bearer Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 303.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise specified
in such temporary global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary global Security, except that a
Person receiving

                                     - 24 -
<Page>

definitive Securities must bear the cost of insurance, postage, transportation
and the like unless such Person takes delivery of such definitive Securities in
person at the offices of Euroclear or Clearstream. Definitive Securities in
bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

     SECTION 305.   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to examine
the Security Register at all reasonable times.

                                     - 25 -
<Page>

     Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

     Subject to the provisions of this Section 305, at the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of the same series, of any authorized denomination or denominations
and of a like aggregate principal amount, containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.

     If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forth in the applicable Officer's Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; PROVIDED,
HOWEVER, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so

                                     - 26 -
<Page>

surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is "DTC," then, unless the terms of such global Security expressly
permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Company
shall appoint a successor depositary with respect to such global Security or
Securities. If (x) a successor depositary for such global Security or Securities
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depositary for such global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more global Securities shall no longer be represented by such global Security or
Securities, then the Company shall execute, and the Trustee shall authenticate
and deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in
a permanent global Security is otherwise entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities in aggregate principal amount equal to the principal amount of such
beneficial owner's interest in such permanent global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company's agent for such purpose; PROVIDED, HOWEVER, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and PROVIDED, FURTHER, that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or

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proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

     The Company, or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption or (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, PROVIDED that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

     SECTION 306.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

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     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; PROVIDED, HOWEVER, that payment of principal of (and premium or
Make-Whole Amount, if any), any interest on and any Additional Amounts with
respect to, Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon 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 Securities of that series and their
coupons, if any, duly issued hereunder.

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

     SECTION 307.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business

                                     - 29 -
<Page>

on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; PROVIDED, HOWEVER,
that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may
be, with respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

     In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that 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 thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company at its election in each case, as
provided in clause (1) or (2) below:

          (1)   The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Registered Security of such series and the date of the
     proposed payment (which shall not be less than 20 days after such notice is
     received by the Trustee), and at the same time the Company shall deposit
     with the Trustee an amount of money in the currency or currencies, currency
     unit or units or composite currency or currencies in which the Securities
     of such series are payable (except as otherwise specified pursuant to
     Section 301 for the Securities of such series) equal to the aggregate
     amount proposed to be paid in respect of such Defaulted Interest or shall
     make

                                     - 30 -
<Page>

     arrangements satisfactory to the Trustee for such deposit on or prior to
     the date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the Persons entitled to such Defaulted Interest as
     in this clause provided. Thereupon, the Trustee shall fix a Special Record
     Date for the payment of such Defaulted Interest which shall be not more
     than 15 days and not less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the Trustee of the
     notice of the proposed payment. The Trustee shall promptly notify the
     Company of such Special Record Date and, in the name and at the expense of
     the Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Registered Securities of such series at
     his address as it appears in the Security Register not less than 10 days
     prior to such Special Record Date. The Trustee may, in its discretion, in
     the name and at the expense of the Company, cause a similar notice to be
     published at least once in an Authorized Newspaper in each Place of
     Payment, but such publication shall not be a condition precedent to the
     establishment of such Special Record Date. Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names the Registered Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable pursuant to the
     following clause (2). In case a Bearer Security of any series is
     surrendered at the office or agency in a Place of Payment for such series
     in exchange for a Registered Security of such series after the close of
     business at such office or agency on any Special Record Date and before the
     opening of business at such office or agency on the related proposed date
     for payment of Defaulted Interest, such Bearer Security shall be
     surrendered without the coupon relating to such proposed date of payment
     and Defaulted Interest will not be payable on such proposed date of payment
     in respect of the Registered Security issued in exchange for such Bearer
     Security, but will be payable only to the Holder of such coupon when due in
     accordance with the provisions of this Indenture;

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

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     SECTION 308.    PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is

                                     - 31 -
<Page>

registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium or Make-Whole Amount, if any), and (subject to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary. All such payments so made to any
such Person, or upon such Person's order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for
money payable upon any such Security.

     Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

     No Holder of any beneficial interest in any Security in global form held on
its behalf by a depositary shall have any rights under this Indenture with
respect to such Security, and such depositary shall be treated by the Company,
the Trustee, and any agent of the Company or the Trustee as the owner of such
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     Notwithstanding the foregoing, with respect to any global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company, or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such global Security.

     SECTION 309.   CANCELLATION. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section,

                                     - 32 -
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except as expressly permitted by this Indenture. Canceled Securities and coupons
held by the Trustee shall be destroyed by the Trustee and the Trustee shall
deliver a certificate of such destruction to the Company, unless by the Company
Order, the Company directs their return to it. Deliveries of all Securities to
be canceled should be made, by United States mail (preferably insured and
certified) to ____________________, Corporate Trust Department,________________.

     SECTION 310.   COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

     SECTION 401.   SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1012), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute instruments in
form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when,

          (1)   either

                (A)  all Securities of such series theretofore authenticated and
          delivered and all coupons, if any, appertaining thereto (other than
          (i) coupons appertaining to Bearer Securities surrendered for exchange
          for Registered Securities and maturing after such exchange, whose
          surrender is not required or has been waived as provided in Section
          305, (ii) Securities and coupons of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 306, (iii) coupons appertaining to Securities
          called for redemption and maturing after the relevant Redemption Date,
          whose surrender has been waived as provided in Section 1106, and (iv)
          Securities and coupons of such series for whose payment money has
          theretofore been deposited in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust, as provided in Section 1003) have been delivered to the
          Trustee for cancellation; or

                (B)  all Securities of such series and, in the case of (i)
          below, any coupons appertaining thereto not theretofore delivered to
          the Trustee for cancellation

                     (i)    have become due and payable, or

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

                                     - 33 -
<Page>

                     (iii)  if redeemable at the option of the Company, are to
                be called for redemption within one year under arrangements
                satisfactory to the Trustee for the giving of notice of
                redemption by the trustee in the name, and at the expense of the
                Company, and the Company, in the case of (i), (ii) or (iii)
                above, has irrevocably deposited or caused to be deposited with
                the Trustee as trust funds in trust for the purpose an amount in
                the currency or currencies, currency unit or units or composite
                currency or currencies in which the Securities of such series
                are payable, sufficient to pay and discharge the entire
                indebtedness on such Securities and such coupons not theretofore
                delivered to the Trustee for cancellation, for principal (and
                premium or Make-Whole Amount, if any) and interest, and any
                Additional Amounts with respect thereto, to the date of such
                deposit (in the case of Securities which have become due and
                payable) or to the Stated Maturity or Redemption Date, as the
                case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

     SECTION 402.   APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium or Make-Whole Amount, if any),
and any interest and Additional Amounts for whose payment such money has been
deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

     SECTION 501.   EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or

                                     - 34 -
<Page>

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), it being understood that an Event of
Default with respect to a particular series of Securities does not constitute an
Event of Default with respect to any other series of Securities:

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

          (2)   default in the payment of the principal of (or premium or
     Make-Whole Amount, if any, on) any Security of that series when it becomes
     due and payable at its Maturity; or

          (3)   default in the deposit of any sinking fund payment, when and as
     due by the terms of any Security of that series; or

          (4)   default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture with respect to any Security of
     that series (other than a covenant or warranty a default in whose
     performance or whose breach is elsewhere in this Section specifically dealt
     with), and continuance of such default or breach for a period of 60 days
     after there has been given, by registered or certified mail to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (5)   a default under any bond, debenture, note or other evidence of
     indebtedness of the Company, or under any mortgage, indenture or other
     instrument of the Company (including a default with respect to Securities
     of any series other than that series) under which there may be issued or by
     which there may be secured any indebtedness of the Company (or by any
     Subsidiary, the repayment of which the Company has guaranteed or for which
     the Company is directly responsible for liable as obligor or guarantor on a
     full recourse basis) whether such indebtedness now exists or shall
     hereafter be created, which default shall constitute a failure to pay an
     aggregate principal amount exceeding $10,000,000 of such indebtedness when
     due and payable after the expiration of any applicable grace period with
     respect thereto and shall have resulted in such indebtedness in an
     aggregate principal amount exceeding $10,000,000 becoming or being declared
     due and payable prior to the date on which it would otherwise have become
     due and payable, without such indebtedness having been discharged, or such
     acceleration having been rescinded or annulled, within a period of 10 days
     after there shall have been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 10% in principal amount of the Outstanding Securities of that
     series a written notice specifying such default and requiring the Company
     to cause such indebtedness to

                                     - 35 -
<Page>

     be discharged or cause such acceleration to be rescinded or annulled and
     stating that such notice is a "Notice of Default" hereunder; or

          (6)   the Company or any Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

                (A)  commences a voluntary case,

                (B)  consents to the entry of an order for relief against it in
          an involuntary case,

                (C)  consents to the appointment of a Custodian of it or for all
          or substantially all of its property, or

                (D)  makes a general assignment for the benefit of its
          creditors; or

          (7)   a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that:

                (A)  is for relief against the Company or any Significant
          Subsidiary in an involuntary case,

                (B)  appoints a Custodian of the Company or any Significant
          Subsidiary or for all or substantially all of either of its property,
          or

                (C)  orders the liquidation of the Company or any Significant
          Subsidiary, and the order or decree remains unstayed and in effect for
          90 days; or

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

     As used in this Section 501, the term "Bankruptcy Law" means Title 11 U.S.
Code or any similar Federal or State law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

     SECTION 502.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding, other than an Event of Default under clauses (6) or (7) of Section
501, occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) and premium or Make-Whole Amount (if
any) of all the Securities of that series to be due and payable immediately, by
a notice in writing to the Company, (and to the Trustee if given by the
Holders), and upon any such declaration such principal and premium or Make-Whole
Amount (if any) or specified portion thereof shall become immediately due and
payable. If an Event of Default specified in clauses (6) or (7) of

                                     - 36 -
<Page>

Section 501 shall occur, then the principal (or, if any Securities are Original
Discount Securities, such portion of the principal as may be specified by the
terms thereof) and premium or Make-Whole Amount, if any, shall immediately
become due and payable, without any presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived.

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

          (1)   the Company has paid or deposited with the Trustee a sum
     sufficient to pay in the currency, currency unit or composite currency in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series):

                (A)  all overdue installments of interest on and any Additional
          Amounts payable in respect of all Outstanding Securities of that
          series and any related coupons;

                (B)  the principal of (and premium or Make-Whole Amount, if any,
          on) any Outstanding Securities of that series which have become due
          otherwise than by such declaration of acceleration and interest
          thereon at the rate or rates borne by or provided for in such
          Securities; and

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

          (2)   all Events of Default with respect to Securities of that series,
     other than the nonpayment of the principal of (or premium or Make-Whole
     Amount, if any) or interest on Securities of that series which have become
     due solely by such declaration of acceleration, have been cured or waived
     as provided in Section 513.

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

     SECTION 503.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

          (1)   default is made in the payment of any installment of interest or
     Additional Amounts, if any, of any Security of any series and any related
     coupon when such interest or Additional Amount becomes due and payable and
     such default continues for a period of 30 days; or

          (2)   default is made in the payment of the principal of (or premium
     or Make-Whole Amount, if any, on) any Security of any series at its
     Maturity, then the Company will, upon demand of the Trustee, pay to the
     Trustee, for the benefit

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     of the Holders of such Securities of such series and coupons, the whole
     amount then due and payable on such Securities and coupons for principal
     (and premium or Make-Whole Amount, if any) and interest and Additional
     Amount, with interest upon any overdue principal (and premium or Make-Whole
     Amount, if any) at the rate or rates borne by or provided for in such
     Securities, and, in addition thereto, such further amount as shall be
     sufficient to cover the costs and expenses of collection, including the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel.

     If the Company 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 Company, or any other obligor upon such Securities of such series
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities of such series, wherever situated.

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

     SECTION 504.   TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium or Make-Whole Amount, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

          (i)   to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of
     principal (and premium or Make-Whole Amount, if any) and interest and
     Additional Amounts, if any, owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding; and

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

                                     - 38 -
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons 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 any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

     SECTION 505.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
OR COUPONS. All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

     SECTION 506.   APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, 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 and any
     predecessor Trustee under Section 606;

          SECOND: Subject to Article 16, to the payment of the amounts then due
     and unpaid upon the Securities and coupons for principal (and premium or
     Make-Whole Amount, if any) and interest and any Additional Amounts payable,
     in respect of which or for the benefit of which such money has been
     collected, ratably, without preference or priority of any kind, according
     to the aggregate amounts due and payable on such Securities and coupons for
     principal (and premium or Make-Whole Amount, if any) interest and
     Additional Amounts, respectively; and

                                     - 39 -
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          THIRD: To the payment of the remainder, if any, to the Company.

          The Trustee may fix a record date and payment date for any payment to
     Holders pursuant to this Section 506. At least 15 days before such record
     date, the Trustee shall mail to each Holder and the Company a notice that
     states the record date, the payment date and the amount to be paid under
     this Section 506.

     SECTION 507.    LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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

     SECTION 508.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, INTEREST AND ADDITIONAL AMOUNTS.
Notwithstanding any other provision in this Indenture (other than Sections 506
and 507), the Holder of any Security or coupon shall have the right which is
absolute and unconditional to receive payment of the principal of (and premium
or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on,
and any Additional Amounts in respect of, such Security or payment of such
coupon on the respective due dates expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

                                     - 40 -
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     SECTION 509.   RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities and coupons 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 510.   RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 511.   DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

     SECTION 512.   CONTROL BY HOLDERS OF SECURITIES. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
PROVIDED that

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

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

          (3)   the Trustee need not take any action which might involve it in
     personal liability or be unduly prejudicial to the Holders of Securities of
     such series not joining therein.

     SECTION 513.   WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the

                                     - 41 -
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Holders of all the Securities of such series and any related coupons waive any
past default hereunder with respect to such series and its consequences, except
a default

          (1)   in the payment of the principal of (or premium or Make-Whole
     Amount, if any) or interest on or Additional Amounts payable in respect of
     any Security of such series or any related coupons, or

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

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

     SECTION 514.   WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture, and the Company (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.

     SECTION 515.   UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security 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 any 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 Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE SIX
                                   THE TRUSTEE

     SECTION 601.   NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder

                                     - 42 -
<Page>

known to the Trustee, unless such default shall have been cured or waived;
PROVIDED, HOWEVER, that, except in the case of a default in the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest on or any
Additional Amounts with respect to any Security of such series, or in the
payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and PROVIDED, FURTHER, that in the case of any
default or breach of the character specified in Section 501(4) with respect to
the Securities and coupons of such series, 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 with respect to the
Securities of such series.

     SECTION 602.   CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of TIA
Section 315(a) through 315(d), and except as otherwise provided in Section 612
of this Indenture:

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

          (2)   any request or direction of the Company mentioned herein shall
     be sufficiently evidenced by a Company Request or Company Order (other than
     delivery of any Security, together with any coupons appertaining thereto,
     to the Trustee for authentication and delivery pursuant to Section 303
     which shall be sufficiently evidenced as provided therein) and any
     resolution of the Board of Trustees 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 the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

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

                                     - 43 -
<Page>

          (6)   the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon or other paper or document, unless requested
     in writing so to do by the Holders of not less than a majority in aggregate
     principal amount of the Outstanding Securities of any series; PROVIDED
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such examination shall be paid by the Holders or, if paid by the Trustee,
     shall be repaid by the Holders upon demand. The Trustee, in its discretion,
     may make such further inquiry or investigation into such facts or matters
     as it may see fit, and, if the Trustee shall determine to make such further
     inquiry or investigation, it shall be entitled to examine the books,
     records and premises of the Company personally or by agent or attorney; 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 603.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons or of any offering document used in connection with
Securities, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

                                     - 44 -
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     SECTION 604.   MAY HOLD SECURITIES. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

     SECTION 605.   MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

     SECTION 606.   COMPENSATION AND REIMBURSEMENT. The Company agrees:

          (1)   to pay to the Trustee from time to time, within 30 days of
     receiving a written request therefor, 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,
     within 30 days of receiving a written request therefor, each of the Trustee
     and any predecessor Trustee upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the Trustee in accordance
     with any provision of this Indenture (including the reasonable compensation
     and the expenses and disbursements of its agents and counsel), except any
     such expense, disbursement or advance as may be attributable to its
     negligence or bad faith; and

          (3)   to indemnify, within 30 days of receiving a written request
     therefor, each of the Trustee and any predecessor Trustee for, and to hold
     it harmless against, any loss, liability or expense incurred without
     negligence or bad faith on its own part, arising out of or in connection
     with the acceptance or administration of the trust or trusts hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

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

     The provisions of this Section shall survive the termination of this
Indenture.

                                     - 45 -
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     SECTION 607.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. 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.

     SECTION 608.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

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

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

     (d)  If at any time:

          (1)   the Trustee shall fail to comply with the provisions of TIA
     Section 310(b) after written request therefor by the Company or by any
     Holder of a Security who has been a bona fide Holder of a Security for at
     least six months, or

          (2)   the Trustee shall cease to be eligible under Section 607 and
     shall fail to resign after written request therefor by the Company or by
     any Holder of a Security who has been a bona fide Holder of a Security for
     at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

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<Page>

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

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

     SECTION 609.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with

                                     - 47 -
<Page>

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

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

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

     SECTION 610.   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 such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

     SECTION 611.   APPOINTMENT OF AUTHENTICATING AGENT. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Any such appointment shall be

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evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

     An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company. The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent by giving written notice of termination to
such Authenticating Agent and the Company. 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

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


                              -----------------------,
                              as Trustee,


                              By:
                                 ---------------------------------------------
                                     as Authenticating Agent

                              By:
                                 ---------------------------------------------
                                     Authorized Signatory

     SECTION 612.   CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

     (a)  With respect to the Securities of any series, except during the
continuance of an Event of Default with respect to the Securities of such
series:

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

          (2)   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, but shall not be under any
     duty to confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein.

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

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

                                     - 50 -
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          (1)   this subsection shall not be construed to limit the effect of
     subsection (a) of this Section;

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

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

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

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
612.

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.   DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder
of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
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 TIA Section 312(b).

     SECTION 702.   REPORTS BY TRUSTEE.

          (1)   Within 60 days after May 15 of each year commencing with the
     first May 15 after the first issuance of Securities pursuant to this
     Indenture, the Trustee shall transmit by mail to all Holders of Securities
     as provided in TIA Section 313(c) a brief report dated as of such May 15 if
     required by TIA Section 313(a).

          (2)   The Trustee shall transmit the reports referred to in Section
     313(b) of the TIA at the times and in the manner specified therein.

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          (3)   Reports pursuant to this Section shall be transmitted at the
     times, in the manner and to the Persons contemplated by Sections 313(c) and
     313(d) of the TIA.

     SECTION 703.   REPORTS BY COMPANY. The Company will:

          (1)   file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or if the Company is not required to file information, documents or
     reports pursuant to either of such Sections, then it will file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

          (2)   file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and transmit by
     mail to the Holders of Securities, within 30 days after the filing thereof
     with the Trustee, in the manner and to the extent provided in TIA Section
     313(c), such summaries of any information, documents and reports required
     to be filed by the Company pursuant to paragraphs (1) and (2) of this
     Section as may be required by rules and regulations prescribed from time to
     time by the Commission.

     SECTION 704.   THE COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

          (1)   semi-annually, not later than 15 days after the Regular Record
     Date for interest for each series of Securities, a list, in such form as
     the Trustee may reasonably require, of the names and addresses of the
     Holders of Registered Securities of such series as of such Regular Record
     Date, or if there is no Regular Record Date for interest for such series of
     Securities, semi-annually, upon such dates as are set forth in the Board
     Resolution or indenture supplemental hereto authorizing such series, and

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

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     furnished, PROVIDED, HOWEVER, that, so long as the Trustee is the Security
     Registrar, no such list shall be required to be furnished.

                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     SECTION 801.   CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or
merge with or into any other entity, PROVIDED that in any such case, (i) either
the Company shall be the continuing entity, or the successor entity shall be an
entity organized and existing under the laws of the United States or a State
thereof and such successor entity shall expressly assume the due and punctual
payment of the principal of (and premium or Make-Whole Amount, if any) and any
interest (including all Additional Amounts, if any, payable pursuant to Section
1012) on all of the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental indenture,
complying with Article Nine hereof, satisfactory to the Trustee, executed and
delivered to the Trustee by such entity and (ii) immediately after giving effect
to such transaction and treating any indebtedness which becomes an obligation of
the Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time or such transaction, no Event of Default,
and no event which, after notice or the lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing.

     SECTION 802.   RIGHTS AND DUTIES OF SUCCESSOR ENTITY. In case of any such
consolidation, merger, sale, lease or conveyance and upon any such assumption by
the successor entity, such successor entity shall succeed to and be substituted
for the Company, with the same effect as if it had been named herein as the
party of the first part, and the predecessor entity, except in the event of a
lease, shall be relieved of any further obligation under this Indenture and the
Securities. Such successor entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

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

     SECTION 803.   OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to

                                     - 53 -
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the condition that the Trustee receive an Officers' Certificate and an Opinion
of Counsel to the effect that any such consolidation, merger, sale, lease or
conveyance, and the assumption by any successor entity, complies with the
provisions of this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

     SECTION 901.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

          (1)   to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities contained; or

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

          (3)   to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); PROVIDED, HOWEVER, that in respect of any such
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those series
     of Securities to which such additional Events of Default apply to waive
     such default; or

          (4)   to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or Make-Whole Amount, if any or interest on Bearer Securities, to
     permit Bearer Securities to be issued in exchange for Registered
     Securities, to permit Bearer Securities to be issued in exchange for Bearer
     Securities of other authorized denominations or to permit or facilitate the
     issuance of Securities in uncertificated form, PROVIDED that any such
     action shall not adversely affect the interests of the Holders of
     Securities of any series or any related coupons in any material respect; or

                                     - 54 -
<Page>

          (5)   to change or eliminate any of the provisions or this Indenture,
     PROVIDED that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (6)   to secure the Securities; or

          (7)   to establish the form or terms of Securities of any series and
     any related coupons as permitted by Sections 201 and 301, including the
     provisions and procedures relating to Securities convertible into Common
     Stock or Preferred Stock, as the case may be; or

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

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

          (10)  to close the Indenture with respect to the authentication and
     delivery of additional sums of Securities or to qualify, or maintain
     qualification of, the Indenture under the TIA; or

          (11)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; PROVIDED that any such action shall not adversely affect the
     interests of the Holders of Securities of such series and any related
     coupons or any other series of Securities in any material respect.

     SECTION 902.   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                                     - 55 -
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          (1)   change the Stated Maturity of the principal of (or premium or
     Make-Whole Amount, if any, on) or any installment of principal of or
     interest on, any Security; or reduce the principal amount thereof or the
     rate or amount of interest thereon or any Additional Amounts payable in
     respect thereof, or any premium or Make-Whole Amount, if any, payable upon
     the redemption thereof, or change any obligation of the Company to pay
     Additional Amounts pursuant to Section 1012 (except as contemplated by
     Section 801(1) and permitted by Section 901(1)), or reduce the amount of
     the principal of an Original Issue Discount Security or Make-Whole Amount,
     if any, that would be due and payable upon a declaration of acceleration of
     the Maturity thereof pursuant to Section 502 or the amount thereof provable
     in bankruptcy pursuant to Section 504, or adversely affect any right of
     repayment at the option of the Holder of any Security, or change any Place
     of Payment where, or the currency or currencies, currency unit or units or
     composite currency or currencies in which, any Security or any premium or
     Make-Whole Amount, if any, or the interest thereon is payable, or impair
     the right to institute suit for the enforcement of any such payment on or
     after the Stated Maturity thereof, (or, in the case of redemption or
     repayment at the option of the Holder, on or after the Redemption Date or
     the Repayment Date, as the case may be), or

          (2)   reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver with respect to such series (or compliance with certain
     provisions of this Indenture or certain defaults hereunder and their
     consequences) provided for in this Indenture, or reduce the requirements of
     Section 1504 for quorum or voting, or modify the provisions of this
     Indenture with respect to the subordination of the Securities in a manner
     adverse to the Holders, or

          (3)   modify any of the provisions of this Section, Section 513 or
     Section 1013, except to increase the required percentage to effect such
     action or to provide that certain other provisions of this Indenture cannot
     be modified or waived without the consent of the Holder of each Outstanding
     Security affected thereby, PROVIDED, HOWEVER, that this clause shall not be
     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section 902, or
     the deletion of this proviso, in accordance with the requirements of
     Sections 609(b) and 901(8).

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

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

                                     - 56 -
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     SECTION 903.   EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and 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. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     SECTION 904.   EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

     SECTION 905.   CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

     SECTION 906.   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE TEN
                                    COVENANTS

     SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM (IF ANY), MAKE-WHOLE AMOUNT
(IF ANY), INTEREST AND ADDITIONAL AMOUNTS. The Company covenants and agrees for
the benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium or Make-Whole Amount, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1012 in respect of principal of (or premium or Make-Whole
Amount, if any, on) such a Security, shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced
thereby as they severally mature. Unless otherwise specified with respect to
Securities of any series pursuant to Section 301, at the option of the Company,
all payments of principal and interest may be paid by check to, or by transfer
to an account maintained by, the registered Holder of the Registered Security or
other person entitled thereto against surrender of such Security.

                                     - 57 -
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     SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series
are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, the City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 1012) or conversion; PROVIDED, HOWEVER, that if the
Securities of that series are listed on the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1012) or conversion at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or Make-Whole Amount, if any, or
interest on or Additional Amounts in respect of Bearer Securities shall be made
at any office or agency of the Company in the United States or by check mailed
to any address in the United States or by transfer to an account maintained with
a bank located in the United States; PROVIDED, HOWEVER, that, if the Securities
of a series are payable in Dollars, payment of principal of and any premium or
Make-Whole Amount, if any, and interest on any Bearer Security (including any
Additional Amounts payable on Securities of such series pursuant to Section
1012) shall be made at the

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office of the Company's Paying Agent in the Borough of Manhattan, the City of
New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or Make-Whole Amount, if any, interest or Additional Amounts,
as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture, is
illegal or effectively precluded by exchange controls or other similar
restrictions.

     The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, the
City of New York, and initially appoints the Trustee at its office or agency in
such city as Paying Agent and as its agent to receive all such presentations,
surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

     SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities and any related coupons, it will, on or before each due date of the
principal of (and premium or Make-Whole Amount, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit with a
Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or Make-Whole
Amount, if any, or interest or Additional Amounts and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

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

          (2)   give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any such payment of
     principal (and premium or Make-Whole Amount, if any) or interest, and

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

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

     Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has become
due and payable shall be paid to the Company upon Company Request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     SECTION 1004.  [OMITTED]

     SECTION 1005.  [OMITTED]

     SECTION 1006.  EXISTENCE. Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights

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and franchises; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any right or franchise if the Board of Trustees shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

     SECTION 1007.  MAINTENANCE OF PROPERTIES. The Company will cause all of its
material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this Section shall
prevent the Company or any Subsidiary from selling or otherwise disposing for
value its properties in the ordinary course of its business.

     SECTION 1008.  INSURANCE. The Company will, and will cause each of its
Subsidiaries to, keep all of its insurable properties insured against loss or
damage at least equal to their then full insurable value with financially sound
and reputable insurers.

     SECTION 1009.  PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (i) whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or (ii) for which the Company
has set apart and maintains an adequate reserve.

     SECTION 1010.  PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will,
to the extent permitted under the Exchange Act, file with the Commission the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to such Section 13 or
15(d) if the Company were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been required so to file such documents if the
Company were so subject.

     The Company will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders copies of the
annual reports and quarterly reports which the Company would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act if the Company were subject to such Sections and
(y) if filing such documents by the

                                     - 61 -
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Company with the Commission is not permitted under the Exchange Act, promptly
upon written request and payment of the reasonable cost of duplication and
delivery, supply copies of such documents to any prospective Holder.

     SECTION 1011.  STATEMENT AS TO COMPLIANCE. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1011, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

     SECTION 1012.  ADDITIONAL AMOUNTS. If any Securities of a series provide
for the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts as
may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(1), the
payment of the principal of or any premium or Make-Whole Amount, if any, or
interest on, or in respect of, any Security of any series or payment of any
related coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided by the terms of such series established
pursuant to Section 301 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

     Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium or
Make-Whole Amount, if any, is made), and at least 10 days prior to each date of
payment of principal and any premium or Make-Whole Amount, if any, or interest
if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Trustee and
the Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
Make-Whole Amount, if any, or interest on the Securities of that series shall be
made to Holders of Securities of that series or any related coupons who are not
United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series or related coupons
and the Company will pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. If the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that no
such withholding or deduction is required with respect to any payment of
principal, premium or interest with respect to any Securities of a series or
related coupons until it shall have received a certificate advising

                                     - 62 -
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otherwise and (ii) to make all payments of principal, premium and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them or in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an Officers'
Certificate.

     SECTION 1013.  WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1010, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

     SECTION 1101.  APPLICABILITY OF ARTICLE. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.

     SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series issued on the same day with the same terms
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series issued on such date with the same terms
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

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     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

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

     SECTION 1104.  NOTICE OF REDEMPTION. Notice of redemption shall be given
in the manner provided in Section 106, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

     Any notice that is mailed to the Holders of Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice.

     All notices of redemption shall state:

          (1)   the Redemption Date;

          (2)   the Redemption Price, accrued interest to the Redemption Date
     payable as provided in Section 1106, if any, and Additional Amounts, if
     any;

          (3)   if less than all Outstanding Securities of any series are to be
     redeemed, the identification (and, in the case of partial redemption, the
     principal amount) of the particular Security or Securities to be redeemed;

          (4)   in case any Security is to be redeemed in part only, the notice
     which relates to such Security shall state that on and after the Redemption
     Date, upon surrender of such Security, the holder will receive, without a
     charge, a new Security or Securities of authorized denominations for the
     principal amount thereof remaining unredeemed;

          (5)   that on the Redemption Date the Redemption Price and accrued
     interest to the Redemption Date payable as provided in Section 1106, if
     any, will become due and payable upon each such Security, or the portion
     thereof, to be redeemed and, if applicable, that interest thereon shall
     cease to accrue on and after said date;

          (6)   the Place or Places of Payment where such Securities, together
     in the case of Bearer Securities with all coupons appertaining thereto, if
     any, maturing after the Redemption Date, are to be surrendered for payment
     of the Redemption Price and accrued interest, if any, or for conversion;

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          (7)   that the redemption is for a sinking fund, if such is the case;

          (8)   that, unless otherwise specified in such notice, Bearer
     Securities of any series, if any, surrendered for redemption must be
     accompanied by all coupons maturing subsequent to the date fixed for
     redemption or the amount of any such missing coupon or coupons will be
     deducted from the Redemption Price, unless security or indemnity
     satisfactory to the Company and the Trustee for such series and any Paying
     Agent is furnished;

          (9)   if Bearer Securities of any series are to be redeemed and any
     Registered Securities of such series are not to be redeemed, and if such
     Bearer Securities may be exchanged for Registered Securities not subject to
     redemption on this Redemption Date pursuant to Section 305 or otherwise,
     the last date, as determined by the Company, on which such exchanges may be
     made;

          (10)  the CUSIP number of such Security, if any; and

          (11)  if applicable, that a Holder of Securities who desires to
     convert Securities for redemption must satisfy the requirements for
     conversion contained in such Securities, the then existing conversion price
     or rate, and the date and time when the option to convert shall expire.

     Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's written request provided to the Trustee not less
than 45 days prior to the Redemption Date (unless a shorter period shall be
acceptable to the Trustee), by the Trustee in the name and at the expense of the
Company.

     SECTION 1105.  DEPOSIT OF REDEMPTION PRICE. At least one Business Day prior
to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.

     SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such

                                     - 65 -
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Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and PROVIDED, FURTHER,
that, installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

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

     SECTION 1107.  SECURITIES REDEEMED IN PART. Any Registered Security which
is to be redeemed only in part (pursuant to the provisions of this Article)
shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge a new Security or Securities of the same series,
having the same form, terms and Stated Maturity, in any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute and the Trustee shall authenticate and deliver to the depository,
without service charge, a new Security in global form having the same form,
terms and Stated Maturity in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

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                                 ARTICLE TWELVE
                                  SINKING FUNDS

     SECTION 1201.  APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

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

     SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; PROVIDED that such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the applicable Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

     SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for Securities of any series, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited. If such Officers' Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the

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redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301.  APPLICABILITY OF ARTICLE. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance with this Article.

     SECTION 1302.  REPAYMENT OF SECURITIES. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon accrued
to the Repayment Date specified in or pursuant to the terms of such Securities.
The Company covenants that at least one Business Day prior to the Repayment Date
it will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as it own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) or,
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

     SECTION 1303.  EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number,
if any, or a description of the tenor and terms of the Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Security to be repaid, together with the duly completed form entitled
"Option to Elect Repayment" on the reverse of the Security, will be received by
the Trustee not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; PROVIDED, HOWEVER, that such
telegram, telex, facsimile transmission or letter shall only be effective if
such Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to be
repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or

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denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

     SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portion thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any Security for repayment in accordance with such provisions, together with
coupons, if any, appertaining thereto maturing after the Repayment Date, the
principal amount of such Security so to be repaid shall be repaid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and PROVIDED, FURTHER, that, in the case of
Registered Securities, installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders
of such securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

     If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there shall be furnished to it such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; PROVIDED, HOWEVER, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.

     If the principal amount of any Security surrendered for repayment shall not
be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to

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such Repayment Date) shall, until paid, bear interest from the Repayment Date at
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) set forth in such Security.

     SECTION 1305.  SECURITIES REPAID IN PART. Upon surrender of any Registered
Security which is to be repaid in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Registered Security or
Securities of the same series, having the same form, terms and Stated Maturity,
in any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

     SECTION 1402.  DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium
or Make-Whole Amount, if any) and interest, if any, on such

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Securities and any coupons appertaining thereto when such payments are due, (B)
the Company's obligations with respect to such Securities under Section 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1012, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

     SECTION 1403.  COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Section 1004 to 1010, inclusive and if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and coupons appertaining thereto on and after the date the conditions
set forth in Section 1404 are satisfied (hereinafter, "covenant defeasance"),
and such Securities and any coupons appertaining thereto shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with Sections 1004 to 1010, inclusive, or such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any Section
or such other covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a default or an Event of
Default under Section 501(4) or 501(8) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

     SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

     (a)  The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fourteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with the terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Securities and any coupons appertaining thereto,
money in an amount, or (3) a combination thereof, in any case, in an amount,
sufficient without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, the principal of (and

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premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities and any
coupons appertaining thereto on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities
and any coupons appertaining thereto.

     (b)  Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound.

     (c)  No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any
time during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

     (d)  In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

     (e)  In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

     (f)  The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the Trustee for such
trust funds or (ii) all necessary registrations under said Act have been
effected.

     (g)  At the time of such deposit,

          (A)  no default in the payment of any principal of or premium or
               interest on any Senior Debt shall have occurred and be
               continuing,

          (B)  no event of default with respect to any Senior Debt shall have
               resulted in such Senior Debt becoming, and continuing to be, due
               and payable prior to the date on which it would otherwise have
               become due and payable (unless payment of such Senior Debt has
               been made or duly provided for), and

          (C)  no other event of default with respect to any Senior Debt shall
               have occurred and be continuing permitting (after notice or lapse
               of time or both) the holders of such Senior Debt (or a trustee on
               behalf of such holders) to declare such Senior Debt due and
               payable prior to the date on which it would otherwise have become
               due and payable;

     or in the case of either clause (A), (B) or (C) above, each such default
     or event of default shall have been cured or waived or shall have ceased to
     exist.

     (h)  Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms,

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conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.


     SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including with the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the "Trustee") pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 301 or the terms of such Security to receive
payment in a currency or currency unit other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a
Conversion Event occurs in respect to the currency or currency unit in which the
deposit pursuant to Section 1404(a) has been made, the indebtedness represented
by such Security and any coupons appertaining thereto shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium or Make-Whole Amount, if any), and interest, if any,
on such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the currency or currency unit in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable market
exchange rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of such Outstanding Securities and any coupons appertaining thereto.

     Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

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                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1501, to be held at such time and at such place as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided by Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

     (b)  In case at any time the Company pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1501, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice as provided
in subsection (a) of this Section.

     SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

     SECTION 1504.  QUORUM; ACTION. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at the reconvening of any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the

                                     - 74 -
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chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; PROVIDED,
HOWEVER, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other act that this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

          (i)   there shall be no minimum quorum requirements for such meeting;
     and

          (ii)  the principal amount of the Outstanding Securities of such
     series that vote in favor of such request, demand, authorization,
     direction, notice, consent, waiver or other action shall be taken into
     account in determining whether such request, demand, authorization,
     direction, notice, consent, waiver or other action has been made, given or
     taken under this Indenture.

     SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes,

                                     - 75 -
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the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in the
manner specified in Section 104 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

     (b)  The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

     (d)  Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

     SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any Series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at

                                     - 76 -
<Page>

the meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

     SECTION 1507.  EVIDENCE OF ACTION TAKEN BY HOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or every series of Securities may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee. Proof and execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Article Six) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Article.

     SECTION 1508.  PROOF OF EXECUTION OF INSTRUMENTS. Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in any manner as shall be satisfactory to the Trustee.

                                 ARTICLE SIXTEEN
                                  SUBORDINATION

     SECTION 1601.  SECURITIES SUBORDINATED TO SENIOR DEBT.

     (a)  The Company agrees, and each Holder of Securities by his acceptance
thereof likewise agrees, that the payment of the principal of, premium, if any,
and interest on the Securities (all of the foregoing, a "Payment or
Distribution") is subordinated and junior in right of payment, to the extent and
in the manner provided in this Article 16, to the prior payment in full in cash
of all Senior Debt whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed.

     A Payment or Distribution shall include any asset of any kind or character,
and may consist of cash, securities or other property, by set-off or otherwise,
and shall include, without limitation, any purchase, redemption or other
acquisition of the Securities or the making of any sinking fund payments
pursuant to this Indenture (including, without limitation, any deposit pursuant
to Article 12 hereof).

     (b)  The Senior Debt of the Company shall continue to be Senior Debt and
entitled to the benefit of these subordination provisions irrespective of any
amendment, modification or waiver of any term of any instrument relating to
refinancing of the Senior Debt.

     (c)  All the provisions of this Indenture and the Securities shall be
subject to the provisions of this Article 16 so far as they may be applicable
thereto, except that nothing in this Article 16 shall apply to claims for, or
payments to, the Trustee under or pursuant to Section 606.

     (d)  No right of any holder of any Senior Debt to enforce subordination as
herein provided shall at any time or in any way be affected or impaired by any
failure to act on the part of the Company, any Paying Agent, the Holders of the
Securities, the Trustee or the holders of

                                     - 77 -
<Page>

the Senior Debt, or by any noncompliance by the Company, any Paying Agent, the
Holders of the Securities or the Trustee with any of the terms, provisions and
covenants of the Securities or this Indenture, regardless of any knowledge
thereof that any such holder of Senior Debt may have or be otherwise charged
with.

     (e)  In the event that the Securities are declared due and payable before
their expressed maturity because of the occurrence of a default hereunder, the
Company will give prompt notice in writing of such happening to the holders of
Senior Debt.

     SECTION 1602.  COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN
CERTAIN CIRCUMSTANCES. No Payment or Distribution shall be made by the Company,
the Trustee or the Paying Agent on account of principal of (or premium, if any)
or interest on the Securities, whether upon stated maturity, upon redemption or
acceleration, or otherwise, or on account of the purchase or other acquisition
of Securities, whether upon stated maturity, upon redemption or acceleration, or
otherwise, if there shall have occurred and be continuing a default with respect
to any Senior Debt permitting the acceleration thereof or with respect to the
payment of any Senior Debt and (a) such default is the subject of a judicial
proceeding or (b) notice of such default in writing or by electronic
transmission has been given to the Company by any holder or holders of any
Senior Debt, unless and until the Company shall have received written notice
from such holder or holders that such default or event of default shall have
been cured or waived or shall have ceased to exist.

     Upon any acceleration of the principal of the Securities or any payment by
the Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due or to become due upon all Senior Debt shall first be paid in
full in cash, or payment thereof provided for to the satisfaction of the holders
thereof, before any Payment or Distribution is made on account of the redemption
price or principal of (and premium, if any) or interest on the Securities; and
(subject to the power of a court of competent jurisdiction to make other
equitable provision, which shall have been determined by such court to give
effect to the rights conferred in this Article upon the Senior Debt and the
holders thereof with respect to the Securities or the Holders thereof or the
Trustee, by a lawful plan of reorganization or readjustment under applicable
law) upon any such dissolution or winding up or liquidation or reorganization,
any Payment or Distribution by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
Payment or Distribution directly to the holders of Senior Debt of the Company or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Debt may have
been issued, as their respective interests may appear, 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, before any Payment
or Distribution is made to the Holders of the Securities or to the Trustee,
except that the Trustee will have a lien for the payment of its fees and
expenses.

                                     - 78 -
<Page>

     In the event that, notwithstanding the foregoing, any Payment or
Distribution by the Company of any kind or character, whether in cash, property
or securities, prohibited by the foregoing, shall be received by the Trustee or
the Holders of the Securities before all Senior Debt is paid in full in cash, or
provision is made for such payment to the satisfaction of the holders thereof,
and if such fact shall then have been or thereafter be made known to a
Responsible Officer of the Trustee or, as the case may be, such Holder, then and
in such event such Payment or Distribution shall be paid over or delivered to
the holders of Senior Debt or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Debt may have been issued, as their respective interests
may appear, 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 such
Senior Debt, and, until so delivered, the same shall be held in trust by any
Holder of a Security as the property of the holders of Senior Debt.

     The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided in
Article Five shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Eight. Nothing in this Section shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 606.

     The holders of Senior Debt may, at any time and from time to time, without
the consent of or notice to the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the obligations of the Holders of the Securities hereunder to the
holders of Senior Debt: (i) change the manner, place or terms of payment or
change or extend the time of payment of, or renew or alter, Senior Debt, or
otherwise amend in any manner Senior Debt or any instrument evidencing the same
or any agreement under which Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the
collection of Senior Debt; and/or (iv) exercise or refrain from exercising any
rights against the Company and any other Person.

     SECTION 1603.  SUBROGATION OF SECURITIES. Subject to the payment in full in
cash of all amounts then due (whether by acceleration of the maturity thereof or
otherwise) on account of all Senior Debt at the time outstanding, the Holders of
the Securities shall be subrogated to the rights of the holders of Senior Debt
to receive Payments or Distributions of cash, property or securities of the
Company applicable to the Senior Debt until the principal of (and premium, if
any) and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no Payments or Distributions to the holders of Senior Debt
to which the Holders of the Securities or the Trustee would be entitled except
for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Debt by Holders of the
Securities or the Trustee, shall, as between the Company, the Company's
creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment by the Company to or on account of the Senior Debt. It
is understood that the

                                     - 79 -
<Page>

provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, 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
Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of
Senior Debt, nor shall anything herein or therein prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 602, and the
Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which any dissolution, winding
up, liquidation or reorganization proceedings are pending, or certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities, for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Debt and other
indebtedness of the Company, 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 1604.  AUTHORIZATION BY HOLDERS. Each holder of a Security by his
acceptance thereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate, as between the Holder
of the Security and the holders of Senior Debt, the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes including, without limitation, to execute, verify, deliver and file any
proofs of claim which any holder of Senior Debt may at any time require in order
to prove and realize upon any rights or claims pertaining to the Securities and
to effectuate the full benefit of the subordination contained herein. Upon
failure of the Trustee so to do, any such holder of Senior Debt shall be deemed
to be irrevocably appointed the agent and attorney-in-fact of the Holder to
execute, verify, deliver and file any such proofs of claim.

     SECTION 1605.  NOTICES TO TRUSTEE. The Company shall give prompt written
notice to the Trustee of any fact known to it which would prohibit the making of
any payment of moneys to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article. Notwithstanding the provisions of this
Article or any 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 of moneys to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article, unless and until a
Responsible Officer of the Trustee shall have received at its Corporate Trust
Office written notice thereof from the Company or a holder or holders of Senior
Debt or from any trustee or agent therefor; and, prior to the receipt of any
such

                                     - 80 -
<Page>

written notice, the Trustee, subject to the provisions of Section 602, shall be
entitled in all respects to assume that no such facts exist; PROVIDED, HOWEVER,
that if a Responsible Officer of the Trustee shall not have received at least
three Business Days prior to the date upon which by the terms hereof any such
moneys may become payable for any purpose (including, without limitation, the
payment of the principal of (premium, if any) or interest on any Security) with
respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have the
full power and authority to receive such moneys and to apply the same to the
purpose for which they were received and shall not be affected by any notice to
the contrary which may be received by it within three Business Days prior to
such date.

     The Trustee shall be entitled to rely conclusively on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a trustee or agent on behalf of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article, 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, 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 1606.  TRUSTEE'S RELATION TO SENIOR DEBT. The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article in respect of any Senior Debt at any time held by it, to the same extent
as any other holder of Senior Debt, and nothing in Section 311 of the TIA or in
this Indenture shall deprive the Trustee of any of its rights as such holder.

     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, 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 owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holder if it shall mistakenly
pay over or distribute to Holders of the Securities or the Company or any other
Person money or assets to which any holder of Senior Debt shall be entitled by
virtue of this Article or otherwise.

     SECTION 1607.  NO IMPAIRMENT OF SUBORDINATION. 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 Company, the Trustee or the Holder of any of the
Securities or by any act, or failure to act, in good faith, by any such holder
of Senior Debt, or by any noncompliance by the Company, the Trustee or the
Holder of any of the Securities with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

     SECTION 1608.  ARTICLE 16 NOT TO PREVENT EVENTS OF DEFAULT. The failure to
make a payment on account of principal of (premium, if any) or interest on the

                                     - 81 -
<Page>

Securities by reason of any provision in this Article 16 shall not be construed
as preventing the occurrence of an Event of Default with respect to such series
under Section 501.

     SECTION 1609.  PAYING AGENTS OTHER THAN THE TRUSTEE. In any case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
16 shall in such case (unless the context shall otherwise require) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article 16
in addition to or in place of the Trustee.

     SECTION 1610.  SECURITIES SENIOR TO SUBORDINATED INDEBTEDNESS. The
indebtedness represented by the Securities will be senior and prior in right of
payment to all Subordinated Indebtedness, to the extent and in the manner
provided in such Subordinated Indebtedness.

                                      *****

                                     - 82 -
<Page>

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

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

                                   CENTERPOINT PROPERTIES TRUST


                                   By:
                                      ------------------------------------------
                                   Title: President

ATTEST:


By:
   ------------------------------
Title: Secretary

                                   ______________________, as Trustee


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

ATTEST:

Name:
     ----------------------------

                                     - 83 -
<Page>

STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )


     On the _____ day of ____________, 20___, before me personally came
__________________________ and __________________________, who, being by me duly
sworn, did depose and say that they are the President and Secretary,
respectively, of CENTERPOINT PROPERTIES TRUST, one of the parties described in
and which executed the foregoing instrument, and that they signed their names
thereto by authority of said corporation.
[Notarial Seal]

                                   ---------------------------------------------
                                   Notary Public

STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )


     On the _____ day of ____________, 20___, before me personally came
__________________________ who, being by me duly sworn, did depose and say that
_____ is a __________ of ________________________, one of the parties described
in and which executed the foregoing instrument; and that _____ signed _____ name
thereto by authority of said corporation.

[Notarial Seal]


                                   ---------------------------------------------
                                   Notary Public

                                     - 84 -
<Page>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

<Page>

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

     [Insert title or sufficient description of Securities to be delivered]

     This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b) each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise CenterPoint Properties Corporation or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for the purpose of resale during the restricted period
(as defined in United States Treasury Regulations Section

     1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States
or foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certificate excepts and does not relate to [U.S. $] _______________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

                                      - 2 -
<Page>

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

     Dated _____________________, 20___

     [To be dated no earlier than the 15th day prior to (i) the Exchange Date or
(ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                   [Name of Person Making Certification]


                                   ---------------------------------------------
                                          (Authorized Signatory)
                                   Name:
                                   Title:


                                      - 3 -
<Page>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-2

<Page>

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
              AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE
                OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE
                                   CERTIFICATE


     [Insert title or sufficient description of Securities to be delivered]

     This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S. $]
____________________ principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise CenterPoint
Properties Corporation or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations

     with respect to any portion of the part submitted herewith for exchange
(or, if relevant, collection of any interest) are no longer true and cannot be
relied upon as of the date hereof.

                                      - 2 -
<Page>

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with this certificate is
or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.

     Dated _____________________, 20___

     [To be dated no earlier than the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]

                                   [___________________________________],
                                   as Operator of the Euroclear System
                                   [Clearstream S.A.]


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

                                      - 3 -