<PAGE>   1
                                                                EXHIBIT 4.1



                      NATIONAL CONSUMER COOPERATIVE BANK,
                                                  Issuer

                                       to

                         BANK ONE TRUST COMPANY, N.A.,
                                             Trustee

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

                                   INDENTURE

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


                          Dated as of January 7, 2000


                            Subordinated Securities


<PAGE>   2




                         Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture

<TABLE>
<CAPTION>
Trust Indenture
    Act Section                                                                           Indenture Section
<S>                                                                                            <C>
Section 310(a)(1).................................................                               607
 (a)(2)...........................................................                               607
 (b)..............................................................                               608
Section 312(a)....................................................                               701
 (b)..............................................................                               702
 (c)..............................................................                               702
Section 313(a)....................................................                               703
 (b)(2)...........................................................                               703
 (c)..............................................................                               703
 (d)..............................................................                               703
Section 314(a)....................................................                               704
 (c)(1)...........................................................                               102
 (c)(2)...........................................................                               102
 (e)..............................................................                               102
 (f)..............................................................                               102
Section 316(a) (last sentence)....................................                               101
 (a)(1)(A)........................................................                               502, 512
 (a)(1)(B)........................................................                               513
 (b)..............................................................                               508
Section 317(a)(1).................................................                               503
 (a)(2)...........................................................                               504
 (b)..............................................................                               1003
Section 318(a)....................................................                               108
</TABLE>


Note:    This reconciliation and tie shall not, for any purpose, be deemed to
         be part of the Indenture.

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

                                       ii




<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
Recitals..........................................................................................................1

                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions...........................................................................................2
 Act...............................................................................................................2
 Additional Amounts................................................................................................2
 Affiliate.........................................................................................................2
 Authenticating Agent..............................................................................................3
 Authorized Newspaper..............................................................................................3
 Bearer Security...................................................................................................3
 Board of Directors................................................................................................3
 Board Resolution..................................................................................................3
 Business Day......................................................................................................3
 Cedel.............................................................................................................3
 Commission........................................................................................................3
 Common Stock......................................................................................................3
 Conversion Event..................................................................................................4
 Corporate Trust Office............................................................................................4
 Corporation.......................................................................................................4
 Coupon............................................................................................................4
 Currency..........................................................................................................4
 CUSIP number......................................................................................................4
 Defaulted Interest................................................................................................4
 Dollars or $......................................................................................................4
 Euroclear.........................................................................................................4
 Event of Default..................................................................................................4
 Foreign Currency..................................................................................................4
 GAAP..............................................................................................................4
 Government Obligations............................................................................................4
 Holder............................................................................................................5
 Indebtedness......................................................................................................5
 Indebtedness Ranking on a Parity with the Securities..............................................................5
 Indebtedness Ranking Junior to the Securities.....................................................................5
 Indenture.........................................................................................................5
 Independent Public Accountants....................................................................................5
 Indexed Security..................................................................................................6
 Interest..........................................................................................................6
 Interest Payment Date.............................................................................................6
 Issuer............................................................................................................6
</TABLE>


                                      iii



<PAGE>   4

<TABLE>
<S>                                                                                                               <C>
 Issuer Request and Issuer Order...................................................................................6
 Judgment Currency.................................................................................................6
 Legal Holidays....................................................................................................6
 Maturity..........................................................................................................6
 New York Banking Day..............................................................................................6
 Office or Agency..................................................................................................6
 Officers' Certificate.............................................................................................7
 Opinion of Counsel................................................................................................7
 Original Issue Discount Security..................................................................................7
 Outstanding.......................................................................................................7
 Paying Agent......................................................................................................8
 Person............................................................................................................8
 Place of Payment..................................................................................................8
 Predecessor Security..............................................................................................8
 Redemption Date...................................................................................................9
 Redemption Price..................................................................................................9
 Registered Security...............................................................................................9
 Regular Record Date...............................................................................................9
 Required Currency.................................................................................................9
 Responsible Officer...............................................................................................9
 Security or Securities............................................................................................9
 Security Register and Security Registrar..........................................................................9
 Senior Indebtedness...............................................................................................9
 Special Record Date...............................................................................................9
 Stated Maturity..................................................................................................10
 Subsidiary.......................................................................................................10
 Trust Indenture Act..............................................................................................10
 Trustee..........................................................................................................10
 United States....................................................................................................10
 United States Alien..............................................................................................10
 U.S. Depository or Depository....................................................................................10
 Vice President...................................................................................................11
Section 102. Compliance Certificates and Opinions.................................................................11
Section 103. Form of Documents Delivered to Trustee...............................................................11
Section 104. Acts of Holders......................................................................................11
Section 105. Notices, etc., to Trustee and Issuer.................................................................14
Section 106. Notice to Holders of Securities; Waiver..............................................................14
Section 107. Language of Notices..................................................................................15
Section 108. Conflict with Trust Indenture Act....................................................................15
Section 109. Effect of Headings and Table of Contents.............................................................15
Section 110. Successors and Assigns...............................................................................15
Section 111. Separability Clause..................................................................................15
Section 112. Benefits of Indenture................................................................................16
Section 113. Governing Law........................................................................................16
</TABLE>


                                       iv


<PAGE>   5


<TABLE>
<S>                                                                                                              <C>
Section 114. Legal Holidays.......................................................................................16
Section 115. Counterparts.........................................................................................16
Section 116. Judgment Currency....................................................................................16
</TABLE>



                                   ARTICLE TWO
                                SECURITIES FORMS
<TABLE>
<S>                                                                                                               <C>
Section 201. Forms Generally......................................................................................17
Section 202. Form of Trustee's Certificate of Authentication......................................................17
Section 203. Securities in Global Form............................................................................18

                                  ARTICLE THREE
                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.................................................................19
Section 302. Currency; Denominations..............................................................................23
Section 303. Execution, Authentication, Delivery and Dating.......................................................23
Section 304. Temporary Securities.................................................................................25
Section 305. Registration, Transfer and Exchange..................................................................26
Section 306. Mutilated, Destroyed, Lost and Stolen Securities.....................................................29
Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
                Additional Amounts Preserved......................................................................30
Section 308. Persons Deemed Owners................................................................................32
Section 309. Cancellation.........................................................................................33
Section 310. Computation of Interest..............................................................................33


                                  ARTICLE FOUR
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 401. Satisfaction and Discharge...........................................................................33
Section 402. Defeasance and Covenant Defeasance...................................................................35
Section 403. Application of Trust Money...........................................................................39

                                  ARTICLE FIVE
                                    REMEDIES

Section 501. Events of Default....................................................................................39
Section 502. Acceleration of Maturity; Rescission and Annulment...................................................41
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee......................................42
Section 504. Trustee May File Proofs of Claim.....................................................................43
Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons...............................44
Section 506. Application of Money Collected.......................................................................44
Section 507. Limitations on Suits.................................................................................45
</TABLE>




                                       v



<PAGE>   6


<TABLE>
<S>                                                                                                               <C>
Section 508. Unconditional Right of Holders to Receive Principal and any Premium, Interest and
                Additional Amounts................................................................................45
Section 509. Restoration of Rights and Remedies...................................................................46
Section 510. Rights and Remedies Cumulative.......................................................................46
Section 511. Delay or Omission Not Waiver.........................................................................46
Section 512. Control by Holders of Securities.....................................................................46
Section 513. Waiver of Past Defaults..............................................................................47
Section 514. Waiver of Stay or Extension Laws.....................................................................47
Section 515. Undertaking for Costs................................................................................47

                                   ARTICLE SIX
                                   THE TRUSTEE

Section 601. Certain Rights of Trustee............................................................................48
Section 602. Notice of Defaults...................................................................................49
Section 603. Not Responsible for Recitals or Issuance of Securities...............................................49
Section 604. May Hold Securities..................................................................................50
Section 605. Money Held in Trust..................................................................................50
Section 606. Compensation and Reimbursement.......................................................................50
Section 607. Corporate Trustee Required...........................................................................51
Section 608. Resignation and Removal; Appointment of Successor....................................................51
Section 609. Acceptance of Appointment by Successor...............................................................53
Section 610. Merger, Conversion, Consolidation or Succession to Business..........................................54
Section 611. Appointment of Authenticating Agent..................................................................54

                                  ARTICLE SEVEN
                 HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 701. Issuer to Furnish Trustee Names and Addresses of Holders.............................................56
Section 702. Preservation of Information; Communications to Holders...............................................56
Section 703. Reports by Trustee...................................................................................57
Section 704. Reports by Issuer....................................................................................57

                                  ARTICLE EIGHT
                         CONSOLIDATION, MERGER AND SALES

Section 801. Issuer May Consolidate, Etc..........................................................................58
Section 802. Successor Person Substituted for Issuer..............................................................59
</TABLE>


                                       vi




<PAGE>   7
                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES
<TABLE>
<S>                                                                                                               <C>
Section 901. Supplemental Indentures without Consent of Holders...................................................59
Section 902. Supplemental Indentures with Consent of Holders......................................................60
Section 903. Execution of Supplemental Indentures.................................................................61
Section 904. Effect of Supplemental Indentures....................................................................62
Section 905. Reference in Securities to Supplemental Indentures...................................................62
Section 906. Conformity with Trust Indenture Act..................................................................62
Section 907. Effect on Senior Indebtedness........................................................................62

                                   ARTICLE TEN
                                    COVENANTS

Section 1001. Payment of Principal, any Premium, Interest and Additional Amounts..................................62
Section 1002. Maintenance of Office or Agency.....................................................................63
Section 1003. Money for Securities Payments to Be Held in Trust...................................................64
Section 1004. Additional Amounts..................................................................................66
Section 1005. Corporate Existence.................................................................................66
Section 1006. Waiver of Certain Covenants.........................................................................67
Section 1007. Issuer Statement as to Compliance; Notice of Certain Defaults.......................................67

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article............................................................................68
Section 1102. Election to Redeem; Notice to Trustee...............................................................68
Section 1103. Selection by Trustee of Securities to be Redeemed...................................................68
Section 1104. Notice of Redemption................................................................................69
Section 1105. Deposit of Redemption Price.........................................................................70
Section 1106. Securities Payable on Redemption Date...............................................................70
Section 1107. Securities Redeemed in Part.........................................................................71

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 1201. Applicability of Article............................................................................72
Section 1202. Satisfaction of Sinking Fund Payments with Securities...............................................72
Section 1203. Redemption of Securities for Sinking Fund...........................................................73
</TABLE>



                                      vii


<PAGE>   8
                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS
<TABLE>
<S>                                                                                                               <C>
Section 1301. Applicability of Article............................................................................73

                                ARTICLE FOURTEEN
                        SECURITIES IN FOREIGN CURRENCIES

Section 1401. Applicability of Article............................................................................74

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

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................................................................75
Section 1504. Quorum; Action......................................................................................75
Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.................................76
Section 1506. Counting Votes and Recording Action of Meetings.....................................................77

                                 ARTICLE SIXTEEN
                                  SUBORDINATION

Section 1601. Agreement to Subordinate............................................................................77
Section 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities..............78
Section 1603. No Payment on Securities in Event of Default on Senior Indebtedness.................................80
Section 1604. Payments on Securities Permitted....................................................................81
Section 1605. Authorization of Holders to Trustee to Effect Subordination.........................................81
Section 1606. Notices to Trustee..................................................................................81
Section 1607. Trustee as Holder of Senior Indebtedness............................................................82
Section 1608. Modifications of Terms of Senior Indebtedness.......................................................82
Section 1609. Reliance on Judicial Order or Certificate of Liquidating Agent......................................83
Section 1610. Article Sixteen Not to Prevent Events of Default....................................................83
</TABLE>


                                      viii


<PAGE>   9


         INDENTURE, dated as of January 7, 2000 (the "Indenture"), among
NATIONAL CONSUMER COOPERATIVE BANK, a financial institution duly organized and
existing under the laws of the United States (hereinafter called the "Issuer"),
having its principal executive office located at 1401 Eye Street N.W., Suite
700, Washington, DC 20005, and BANK ONE TRUST COMPANY, N.A., a national banking
association duly organized and existing under the laws of the United States, as
Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office
located at One Banc One Plaza, Global Corporate Trust, Suite 0126, Chicago,
Illinois 60670-0126.

                                    RECITALS

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
subordinated debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as hereinafter
provided.

         The Issuer has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Issuer, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof and any Coupons (as herein defined)
as follows:


<PAGE>   10


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101. Definitions.

         Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

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

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

         (5) the word "or" is always used inclusively (for example, the phrase
    "A or B" means "A or B or both", not "either A or B but not both").

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

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

         "Additional Amounts" means any additional amounts which are requhereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Issuer in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein 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





                                       2

<PAGE>   11




indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have the meanings
correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in
the place of publication.

         "Bearer Security" means any Security in the form established pursuant
to Section 201 which is payable to bearer.

         "Board of Directors" means the board of directors of the Issuer or any
committee of that board duly authorized to act generally or in any particular
respect for the Issuer hereunder.

         "Board Resolution" means a copy of one or more resolutions, certified
by the Secretary or an Assistant Secretary of the Issuer to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, delivered to the Trustee.

         "Business Day", with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

         "Cedel" means Cedel Bank, societe anonyme, or its successor.

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

         "Common Stock" includes any stock of any class of the Issuer which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Issuer
and which is not subject to redemption by the Issuer.


                                       3

<PAGE>   12


         "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which
issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community or (ii) any currency unit or composite currency for the
purposes for which it was established.

         "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 of original execution of this
Indenture is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126.

         "Corporation" includes corporations and limited liability companies
and, except for purposes of Article Eight, associations, companies and business
trusts.

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

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required
to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated
by the terms hereof or such Security, means Dollars.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Corporation, CUSIP Service Bureau.

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

         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

         "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 Section 501.

         "Foreign Currency" means any currency, currency unit or composite
currency 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 such accounting principles as are generally accepted in
the United States of America as of the date or time of any computation required
hereunder.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which




                                       4

<PAGE>   13


issued the Foreign Currency in which the principal of or any premium or
interest on such Security or any Additional Amounts in respect thereof shall be
payable, in each case where the payment or payments thereunder are supported by
the full faith and credit of such government or governments 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 other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government or governments, and which, in the
case of (i) or (ii), are not callable or redeemable at the option of the issuer
or issuers 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 or other amount
with respect to 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 or other amount with respect to
the Government Obligation evidenced by such depository receipt.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

         "Indebtedness", with respect to any Person, means indebtedness for
borrowed money or for the unpaid purchase price of real or personal property
of, or guaranteed by, such Person and computed in accordance with GAAP.

         "Indebtedness Ranking on a Parity with the Securities" means all
Indebtedness of the Issuer, whether outstanding on the date of the execution of
this Indenture or thereafter created, assumed or incurred, which specifically
by its terms ranks equally with and not prior to the Securities in right of
payment.

         "Indebtedness Ranking Junior to the Securities" means all Indebtedness
of the Issuer, whether outstanding on the date of the execution of this
Indenture or thereafter created, assumed or incurred, which specifically by its
terms ranks junior to and not equally with or prior to Securities in right of
payment.

         "Indenture" means this instrument 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, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

         "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Issuer and any other obligor under the
Securities or the Coupons, are independent public accountants within the
meaning of the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, who may be the


                                       5




<PAGE>   14




independent public accountants regularly retained by the Issuer or who may be
other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to this Indenture or certificates required to be
provided hereunder.

         "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", with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such
Additional Amounts.

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

         "Issuer" means National Consumer Cooperative Bank, until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Issuer" shall mean such successor Person, and any
other obligor upon the Securities.

         "Issuer Request" and "Issuer Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Issuer by the
Chairman of the Board of Directors, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Issuer, and delivered to the Trustee.

         "Judgment Currency" has the meaning specified in Section 116.

         "Legal Holidays" has the meaning specified in Section 114.

         "Maturity", 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "New York Banking Day" has the meaning specified in Section 116.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Issuer maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Issuer
maintained or designated for such Securities pursuant to Section 1002 or, to
the extent designated or required by Section 1002 in lieu of such office or
agency, the Corporate Trust Office of the Trustee.







                                       6

<PAGE>   15



         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Issuer, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or other counsel that, if required by the
Trust Indenture Act, complies with the requirements of Section 314(e) of the
Trust Indenture Act.

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

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

         (a)     any such Security theretofore cancelled by the Trustee or the
                 Security Registrar or delivered to the Trustee or the Security
                 Registrar for cancellation;

         (b)     any such Security for whose payment at the Maturity thereof
                 money in the necessary amount has been theretofore deposited
                 pursuant hereto with the Trustee or any Paying Agent (other
                 than the Issuer) in trust or set aside and segregated in trust
                 by the Issuer (if the Issuer 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;

         (c)     any such Security with respect to which the Issuer has
                 effected defeasance pursuant to the terms hereof, except to
                 the extent provided in Section 402;

         (d)     any such Security which has 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,
                 unless there shall have been presented to the Trustee proof
                 satisfactory to it that such Security is held by a bona fide
                 purchaser in whose hands such Security is a valid obligation
                 of the Issuer; and

         (e)     any such Security converted or exchanged as contemplated by
                 this Indenture into other securities, if the terms of such
                 Security provide for such conversion or exchange pursuant to
                 Section 301;





                                       7

<PAGE>   16



provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination 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 in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) Securities owned by the Issuer or any other obligor upon the
Securities or any Affiliate of the Issuer or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned
which shall have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
right so to act with respect to such Securities and (B) that the pledgee is not
the Issuer or any other obligor upon the Securities or any Coupons appertaining
thereto or an Affiliate of the Issuer or such other obligor.

         "Paying Agent" means any Person authorized by the Issuer to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Issuer.

         "Person" means any individual, Corporation, partnership, joint
venture, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof or financial institution
organized under the laws of the United States.

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness 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 lost, destroyed, mutilated or stolen Security or any Security to
which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
to



                                       8



<PAGE>   17


evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

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

         "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Required Currency" has the meaning specified in Section 116.

         "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office including any Vice President, Managing
Director, Assistant Vice President, Secretary, Assistant Secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge and familiarity with the particular subject.

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case
may be, 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 any such Person, shall 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.

         "Senior Indebtedness" means, unless otherwise determined with respect
to any series of Securities pursuant to Section 301, all Indebtedness of the
Issuer, whether outstanding on the date of the execution of this Indenture or
thereafter created, assumed or incurred except for (i) the Securities, (ii)
Indebtedness Ranking on a Parity with the Securities and (iii) Indebtedness
Ranking Junior to the Securities.

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



                                       9

<PAGE>   18


         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.

         "Subsidiary" means any Corporation of which at the time of
determination the Issuer or one or more Subsidiaries owns or controls directly
or indirectly more than 50% of the shares of Voting Stock.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

         "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Issuer in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.




                                       10

<PAGE>   19



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

         Section 102. Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Issuer to the Trustee to take any action under
any provision of this Indenture, the Issuer 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 or any of them is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Section 103. Form of Documents Delivered to Trustee.

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

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

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

         Section 104. Acts of Holders.

        (1)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If, but only if, Securities of a





                                       11

<PAGE>   20


series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
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 Issuer. 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 (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Issuer and any agent of the Trustee
or the Issuer, 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.

         Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository's standing instructions and customary practices.

         The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by
Holders. If such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or
taken more than 90 days after such record date.

         (2)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee
may determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.






                                       12

<PAGE>   21




         (3)  The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

         (4)  The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, 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 reasonably acceptable to the Issuer,
wherever situated, if such certificate shall be deemed by the Issuer and 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
Issuer 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, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Issuer and the Trustee deem
sufficient.


         (5)  If the Issuer shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuer may at its option (but is not obligated to), by
Board Resolution, fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. 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 Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of 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 of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

         (6)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not
notation of such Act is made upon such Security.






                                       13

<PAGE>   22



         Section 105. Notices, etc., to Trustee and Issuer.

         Any request, demand, authorization, direction, notice, consent, waiver
or other 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 the Issuer 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, or

         (2) the Issuer by the Trustee or 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 Issuer addressed to
    the attention of its Chief Financial Officer at the address of its
    principal office specified in the first paragraph of this instrument or at
    any other address previously furnished in writing to the Trustee by the
    Issuer.

         Section 106. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

         (1) such notice shall be sufficiently given to Holders of Registered
    Securities if in writing and mailed, first-class postage prepaid, to each
    Holder of a Registered Security 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; and

         (2) such notice shall be sufficiently given to Holders of Bearer
    Securities, if any, if published in an Authorized Newspaper in The City of
    New York and, if such Securities are then listed on any stock exchange
    outside the United States, in an Authorized Newspaper in such city as the
    Issuer shall advise the Trustee that such stock exchange so requires, on a
    Business Day at least twice, the first such publication to be not earlier
    than the earliest date and the second such publication not later than the
    latest 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 of a Registered Security 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 which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.





                                       14

<PAGE>   23




         In case 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 failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.

         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 of Securities 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. Language of Notices.

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

         Section 108. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 109. 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 110. Successors and Assigns.

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

         Section 111. Separability Clause.

         In case any provision in this Indenture, any Security or any 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.




                                       15

<PAGE>   24


         Section 112. Benefits of Indenture.

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

         Section 113. Governing Law.

         This Indenture, the Securities and any Coupons shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in
said state.

         Section 114. Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically
states that such provision shall apply in lieu hereof) payment need not be made
at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to the next succeeding Business Day.

         Section 115. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 116. Judgment Currency.

         The Issuer agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this




                                       16

<PAGE>   25



Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether
or not entered in accordance with clause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed.

                                  ARTICLE TWO

                                SECURITIES FORMS

         Section 201. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
or pursuant to this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

         Definitive Securities and definitive 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 of the Issuer 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.






                                       17


<PAGE>   26
                                             BANK ONE TRUST COMPANY, N.A.,
                                                      as Trustee

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

         Section 203. Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Issuer Order to be delivered pursuant to Section 303 or 304 with respect
thereto. 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 written instructions given by the Person or Persons
specified therein or in the applicable Issuer Order. If an Issuer Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Issuer with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or 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 Issuer, the Trustee and any agent of the Issuer
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.


                                       18



<PAGE>   27




                                 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.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto,

         (1) the title of such Securities and the series in which such
    Securities shall be included;

         (2) any limit upon the aggregate principal amount of the Securities of
    such title or the Securities of such series which may be authenticated and
    delivered under this Indenture (except for Securities authenticated and
    delivered upon registration or transfer of, or in exchange for, or in lieu
    of, other Securities of such series pursuant to Section 304, 305, 306, 905
    or 1107, upon repayment on part of any Registered Security of such series
    pursuant to Article Thirteen, upon surrender in part of any Registered
    Security for conversion or exchange into other securities pursuant to its
    terms, or pursuant to the terms of such Securities);

         (3) if such Securities are to be issuable as Registered Securities, as
    Bearer Securities or alternatively as Bearer Securities and Registered
    Securities, and whether the Bearer Securities are to be issuable with
    Coupons, without Coupons or both, and any restrictions applicable to the
    offer, sale or delivery of the Bearer Securities and the terms, if any,
    upon which Bearer Securities may be exchanged for Registered Securities and
    vice versa;

         (4) if any of such Securities are to be issuable in global form, when
    any of such Securities are to be issuable in global form and (i) whether
    such Securities are to be issued in temporary or permanent global form or
    both, (ii) whether beneficial owners of interests in any such global
    Security may exchange such interests for Securities of the same series and
    of like tenor and of any authorized form and denomination, and the
    circumstances under which any such exchanges may occur, if other than in
    the manner specified in Section 305, and (iii) the name of the Depository
    or the U.S. Depository, as the case may be, with respect to any global
    Security;

         (5) if any of such Securities are to be issuable as Bearer Securities
    or in global form, the date as of which any such Bearer Security or global
    Security shall be dated (if other than the date of original issuance of the
    first of such Securities to be issued);


                                       19

<PAGE>   28



         (6) if any of such Securities are to be issuable as Bearer Securities,
    whether interest in respect of any portion of a temporary Bearer Security
    in global form payable in respect of an Interest Payment Date therefor
    prior to the exchange, if any, of such temporary Bearer Security for
    definitive Securities shall be paid to any clearing organization with
    respect to the portion of such temporary Bearer Security held for its
    account and, in such event, the terms and conditions (including any
    certification requirements) upon which any such interest payment received
    by a clearing organization will be credited to the Persons entitled to
    interest payable on such Interest Payment Date;

         (7) the date or dates, or the method or methods, if any, by which such
    date or dates shall be determined, on which the principal of such
    Securities is payable;

         (8) the rate or rates at which such Securities shall bear interest, if
    any, or the method or methods, if any, by which such rate or rates are to
    be determined, the date or dates, if any, from which such interest shall
    accrue or the method or methods, if any, by which such date or dates are to
    be determined, the Interest Payment Dates, if any, on which such interest
    shall be payable and the Regular Record Date, if any, for the interest
    payable on Registered Securities on any Interest Payment Date, whether and
    under what circumstances Additional Amounts on such Securities or any of
    them shall be payable, the notice, if any, to Holders regarding the
    determination of interest on a floating rate Security and the manner of
    giving such notice, and the basis upon which interest shall be calculated
    if other than that of a 360-day year of twelve 30-day months;

         (9) if in addition to or other than The City of New York, the place or
    places where the principal of, any premium and interest on or any
    Additional Amounts with respect to such Securities shall be payable, any of
    such Securities that are Registered Securities may be surrendered for
    registration of transfer or exchange, any of such Securities may be
    surrendered for conversion or exchange and notices or demands to or upon
    the Issuer in respect of such Securities and this Indenture may be served,
    the extent to which, or the manner in which, any interest payment or
    Additional Amounts on a global Security on an Interest Payment Date, will
    be paid and the manner in which any principal of or premium, if any, on any
    global Security will be paid;

         (10) whether any of such Securities are to be redeemable at the option
    of the Issuer and, if so, the date or dates on which, the period or periods
    within which, the price or prices at which and the other terms and
    conditions upon which such Securities may be redeemed, in whole or in part,
    at the option of the Issuer;

         (11) if the Issuer is obligated to redeem or purchase any of such
    Securities pursuant to any sinking fund or analogous provision or at the
    option of any Holder thereof and, if so, the date or dates on which, the
    period or periods within which, the price or prices at which and the other
    terms and conditions upon which such Securities shall be redeemed or
    purchased, in whole or in part, pursuant to such obligation, and any
    provisions for the remarketing of such Securities so redeemed or purchased;






                                       20

<PAGE>   29


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

         (13) whether the Securities of the series will be convertible into or
    exchangeable for other securities, and if so, the terms and conditions upon
    which such Securities will be so convertible or exchangeable, and any
    deletions from or modifications or additions to this Indenture to permit or
    to facilitate the issuance of such convertible or exchangeable Securities
    or the administration thereof;

         (14) if other than the principal amount thereof, the portion of the
    principal amount of any of such Securities that shall be payable upon
    declaration of acceleration of the Maturity thereof pursuant to Section 502
    or the method by which such portion is to be determined;

         (15) if other than Dollars, the Foreign Currency in which payment of
    the principal of, any premium or interest on or any Additional Amounts with
    respect to any of such Securities shall be payable;

         (16) if the principal of, any premium or interest on or any Additional
    Amounts with respect to any of such Securities are to be payable, at the
    election of the Issuer or a Holder thereof or otherwise, in Dollars or in a
    Foreign Currency other than that in which such Securities are stated to be
    payable, the date or dates on which, the period or periods within which,
    and the other terms and conditions upon which, such election may be made,
    and the time and manner of determining the exchange rate between the
    Currency in which such Securities are stated to be payable and the Currency
    in which such Securities or any of them are to be paid pursuant to such
    election, and any deletions from or modifications of or additions to the
    terms of this Indenture to provide for or to facilitate the issuance of
    Securities denominated or payable, at the election of the Issuer or a
    Holder thereof or otherwise, in a Foreign Currency;

         (17) whether the amount of payments of principal of, any premium or
    interest on or any Additional Amounts with respect to such Securities may
    be determined with reference to an index, formula or other method or
    methods (which index, formula or method or methods may be based, without
    limitation, on one or more Currencies, commodities, equity indices or other
    indices), and, if so, the terms and conditions upon which and the manner in
    which such amounts shall be determined and paid or payable;

         (18) any deletions from, modifications of or additions to the Events
    of Default or covenants of the Issuer with respect to any of such
    Securities, whether or not such Events of Default or covenants are
    consistent with the Events of Default or covenants set forth herein;






                                       21

<PAGE>   30


         (19) if either or both of Section 402(2) relating to defeasance or
    Section 402(3) relating to covenant defeasance shall not be applicable to
    the Securities of such series, or any covenants in addition to those
    specified in Section 402(3) relating to the Securities of such series which
    shall be subject to covenant of defeasance, and any deletions from, or
    modifications or additions to, the provisions of Article Four in respect of
    the Securities of such series;

         (20) if any of such Securities are to be issuable upon the exercise of
    warrants, and the time, manner and place for such Securities to be
    authenticated and delivered;

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

         (22) if there is more than one Trustee, the identity of the Trustee
    and, if not the Trustee, the identity of each Security Registrar, Paying
    Agent or Authenticating Agent with respect to such Securities;

         (23) if other than as specified in Article Sixteen, the subordination
    provisions applicable with respect to the Securities of the series,
    including a different definition of the term "Senior Indebtedness;" and

         (23) any other terms of such Securities and any deletions from or
    modifications or additions to this Indenture in respect of such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest,
or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be
provided by the Issuer in or pursuant to the Board Resolution and set forth in
the Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Officers' Certificate or supplemental
indenture. All Securities of any one series need not be issued at the same time
and, unless otherwise so provided by the Issuer, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the








                                       22

<PAGE>   31


Trustee at or prior to the delivery of the Officers' Certificate setting forth
the terms of such series.

         Section 302. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.

         Section 303. Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Issuer by its Chairman
of the Board, one of its Vice Chairmen, its President, its Treasurer or one of
its Vice Presidents under its corporate seal reproduced thereon and attested by
its Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Issuer by the Treasurer or any Assistant Treasurer of the Issuer.
The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

         Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Issuer shall bind the Issuer, 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 Issuer may deliver Securities, together with any Coupons
appertaining thereto, executed by the Issuer, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred
to in Section 301 and an Issuer Order for the authentication and delivery of
such Securities have been delivered to the Trustee, the Trustee in accordance
with the Issuer Order and subject to the provisions hereof and of such
Securities shall authenticate and deliver such Securities. In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any Coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying
upon,

        (1)   an Opinion of Counsel to the effect that:

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





                                       23

<PAGE>   32


          (b) all conditions precedent to the authentication and delivery of
    such Securities and Coupons, if any, appertaining thereto, have been
    complied with and that such Securities, and Coupons, when completed by
    appropriate insertions, executed under the Issuer's corporate seal and
    attested by duly authorized officers of the Issuer, delivered by duly
    authorized officers of the Issuer to the Trustee for authentication
    pursuant to this Indenture, and authenticated and delivered by the Trustee
    and issued by the Issuer in the manner and subject to any conditions
    specified in such Opinion of Counsel, will constitute legally valid and
    binding obligations of the Issuer, enforceable against the Issuer in
    accordance with their terms, except as enforcement thereof may be subject
    to or limited by bankruptcy, insolvency, reorganization, moratorium,
    arrangement, fraudulent conveyance, fraudulent transfer or other similar
    laws relating to or affecting creditors' rights generally, and subject to
    general principles of equity (regardless of whether enforcement is sought
    in a proceeding in equity or at law) and will entitle the Holders thereof
    to the benefits of this Indenture; such Opinion of Counsel need express no
    opinion as to the availability of equitable remedies'



         (c) all laws and requirements in respect of the execution and delivery
    by the Issuer of such Securities and Coupons, if anye been complied with;
    and

         (d) this Indenture has been qualified under the Trust Indenture Act;
    and

      (2) an Officers' Certificate stating that, to the best knowledge of the
Persons executing such certificate, no event which is, or after notice or lapse
of time would become, an Event of Default with respect to any of the Securities
shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Issuer that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Issuer that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue
to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.

         Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.




                                       24

<PAGE>   33


         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or 307, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 304. Temporary Securities.

         Pending the preparation of definitive Securities, the Issuer may
execute and deliver to the Trustee and, upon Issuer Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof 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 or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Issuer executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. 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 the provisions thereof, if temporary Securities
are issued, the Issuer shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Issuer shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series and containing identical terms and provisions; provided, however,
that no definitive Bearer Security, except as provided in or pursuant to this
Indenture, 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 or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, 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.





                                       25

<PAGE>   34



         Section 305. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Issuer shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Issuer shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Issuer and shall have accepted such appointment by the Issuer.
In the event that the Trustee shall not be or shall cease to be Security
Registrar with respect to a series of Securities, it shall have the right to
examine the Security Register for such series at all reasonable times. There
shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Issuer 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 denominated as authorized in or pursuant to this Indenture, of
a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

         At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, 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, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Issuer and the Trustee 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 Issuer 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





                                       26

<PAGE>   35


Holder of such Bearer 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 for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such 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 date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such
Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall 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 shall
be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

         Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Issuer 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 provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository notifies the Issuer in writing
that it is unwilling or unable to continue as Depository for such global
Security or if at any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor depository is not appointed by the Issuer within 60 days of the date
the Issuer is so informed in writing, (ii) the Issuer in its sole discretion
determines not to have such Securities represented by one or more global
Securities or (iii) an Event of Default has occurred and is continuing with
respect to the Securities. If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as
the result of an event described in clause (i), (ii) or (iii) of the preceding
sentence, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Issuer shall
deliver to the Trustee definitive Securities in such form and denominations as
are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the
principal amount of such global Security, executed by the Issuer. On or after
the






                                       27

<PAGE>   36


earliest date on which such interests may be so exchanged, such global Security
shall be surrendered from time to time by the U.S. Depository or such other
Depository as shall be specified in the Issuer Order with respect thereto, and
in accordance with written instructions given to the Trustee and the U.S.
Depository or such other Depository, as the case may be (which instructions
shall be in writing but need not be contained in or accompanied by an Officers'
Certificate or be accompanied by an Opinion of Counsel), as shall be specified
in the Issuer Order with respect thereto to the Trustee, as the Issuer's agent
for such purpose, to be exchanged, in whole or in part, for definitive
Securities as described above without charge. The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof, but subject to the
satisfaction of any certification or other requirements to the issuance of
Bearer Securities; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Securities of the same series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that (unless otherwise provided in or
pursuant to this Indenture) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such Depository or the
U.S. Depository, as the case may be, or such other Depository or U.S.
Depository referred to above in accordance with the instructions of the Issuer
referred to above. If a Registered Security is issued in exchange for any
portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such Office or Agency
on the related proposed date for payment of interest or Defaulted Interest, as
the case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but shall 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 global Security shall be 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 Issuer evidencing the same
debt and entitling the Holders thereof 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 Issuer or
the Security Registrar for such







                                       28

<PAGE>   37


Security) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Security Registrar for such
Security 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, or redemption of Securities, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 905 or 1107 not involving any transfer.

         Except as otherwise provided in or pursuant to this Indenture, the
Issuer shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of like tenor and
the same series under Section 1103 and ending at the close of business on the
day of such selection, 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 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, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, 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, subject to the provisions of
this Section 306, the Issuer shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Issuer 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 Issuer or the Trustee that such Security or Coupon has been acquired by
a bona fide purchaser, the Issuer shall execute and, upon the Issuer's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, 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 containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the





                                       29



<PAGE>   38




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 foregoing provisions of this Section 306, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section, the Issuer
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, with any Coupons appertaining thereto 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 a separate obligation of the Issuer, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto 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 such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
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 and Certain Additional Amounts;
                      Rights to Interest and Certain Additional Amounts
                      Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest. Unless otherwise
provided in or pursuant to this Indenture, in case a Bearer Security is
surrendered in exchange for a Registered Security after the close of business
at an Office or Agency for such Security on any Regular Record Date therefor
and before the opening of business at such Office or Agency on the next
succeeding Interest Payment Date therefor, such Bearer Security shall be
surrendered without the Coupon relating to such Interest Payment Date and
interest shall not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but shall




                                       30

<PAGE>   39


be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Issuer, at its election in each
case, as provided in Clause (1) or (2) below:

         (1)  the Issuer may elect to make payment of any Defaulted Interest to
    the Person in whose name such Registered Security (or a Predecessor
    Security thereof) shall be 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 Issuer shall notify the Trustee in
    writing of the amount of Defaulted Interest proposed to be paid on such
    Registered Security and the date of the proposed payment, and at the same
    time the Issuer shall deposit with the Trustee an amount of money equal to
    the aggregate amount proposed to be paid in respect of such Defaulted
    Interest or shall make arrangements satisfactory to the Trustee for such
    deposit on or prior to the date of the proposed payment, such money when so
    deposited to be held in trust for the benefit of the Person 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 Issuer of such Special Record Date and, in the name and
    at the expense of the Issuer shall cause notice of the proposed payment of
    such Defaulted Interest and the Special Record Date therefor to be mailed,
    first-class postage prepaid, to the Holder of such Registered Security (or
    a Predecessor Security thereof) 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
    Issuer cause a similar notice to be published at least once in an
    Authorized Newspaper of general circulation in the Borough of Manhattan,
    The City of New York, 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 Person in whose name such Registered Security (or a Predecessor
    Security thereof) shall be 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 is surrendered at the
    Office or Agency for such Security in exchange for a Registered Security
    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 Defaulted
    Interest and Defaulted Interest






                                       31

<PAGE>   40



    shall not be payable on such proposed date of payment in respect of the
    Registered Security issued in exchange for such Bearer Security, but shall
    be payable only to the Holder of such Coupon when due in accordance with
    the provisions of this Indenture.

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

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Issuer, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to a U.S. Dollar account maintained by the payee with a bank located
in the United States in accordance with the provisions of such bank.

         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.

         In the case of any Registered Security of any series that is
convertible, which Registered Security is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (whether or not punctually
paid or duly provided for) shall be paid to the Person in whose name that
Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted, interest with respect to which
the Stated Maturity is after the date of conversion of such Registered Security
shall not be payable.

         Section 308. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name such Registered Security is registered in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 305
and 307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Issuer,
nor the Trustee or any agent of the Issuer or the Trustee shall be affected by
notice to the contrary.



                                       32


<PAGE>   41




         The Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the bearer of any Bearer Security or the bearer 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 any payment with respect to such Security or Coupon shall be overdue, and
neither the Issuer, nor the Trustee or any agent of the Issuer or the Trustee
shall be affected by notice to the contrary.

         No Holder of any beneficial interest in any global Security held on
its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the
Issuer, the Trustee, and any agent of the Issuer or the Trustee as the owner of
such global Security for all purposes whatsoever. None of the Issuer, 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 global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         Section 309. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion 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, as
well as Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Issuer may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held by
the Trustee shall be destroyed by the Trustee, unless by an Issuer Order
delivered in a timely fashion the Issuer directs their return to it.

         Section 310. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture or in
any Security, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 401. Satisfaction and Discharge.

         Upon the direction of the Issuer by an Issuer Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Issuer Order and any





                                       33

<PAGE>   42



Coupons appertaining thereto, and the Trustee, on receipt of an Issuer Order,
at the expense of the Issuer, shall execute proper instruments 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 appertaining thereto (other than (i) Coupons
         appertaining to Bearer Securities of such series surrendered in
         exchange for Registered Securities of such series 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 of such series called for redemption and maturing after the
         relevant Redemption Date whose surrender has been waived as provided
         in Section 1107, 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 Issuer and thereafter repaid to
         the Issuer 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

             (iii) if redeemable at the option of the Issuer, 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 Issuer,

         and the Issuer, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, money in the Currency in which such Securities are
         payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and any Coupons appertaining
         thereto, to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Maturity thereof, as the case
         may be;

              (2)  the Issuer has paid or caused to be paid all other sums
         payable hereunder by the Issuer with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

              (3) the Issuer has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating




                                       34

<PAGE>   43


         to the satisfaction and discharge of this Indenture as to such series
         have been complied with.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Issuer to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Issuer and the Trustee with respect to the Securities of
such series under Sections 305, 306, 403, 1002 and 1003, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 1004 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 401(1)(b)), shall
survive the termination of this Agreement or the earlier resignation or removal
of the Trustee.

         Section 402. Defeasance and Covenant Defeasance.

         (1)  Unless pursuant to Section 301, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 402
shall not be applicable with respect to the Securities of such series or (ii)
covenant defeasance of the Securities of or within a series under clause (3) of
this Section 402 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this
Section 402 (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 Issuer may at its
option by Board Resolution, at any time, with respect to such Securities and
any Coupons appertaining thereto, elect to have Section 402(2) or Section
402(3) be applied to such Outstanding Securities and any Coupons appertaining
thereto upon compliance with the conditions set forth below in this Section
402.

         (2)  Upon the Issuer's exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the Issuer
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 clause (4) of this Section 402 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Issuer 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 clause (5) of this Section 402 and the other Sections of this
Indenture referred to in clauses (i) and (ii) 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
Issuer, shall execute proper instruments acknowledging the same), except





                                       35

<PAGE>   44



for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described
in clause (4) of this Section 402 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, (ii) the
obligations of the Issuer and the Trustee with respect to such Securities under
Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 1004 (but only
to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 401(4)(a) below), (iii) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (iv) this Section 402. The Issuer
may exercise its option under this Section 402(2) notwithstanding the prior
exercise of its option under clause (3) of this Section 402 with respect to
such Securities and any Coupons appertaining thereto.

         (3)  Upon the Issuer's exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Issuer
shall, to the extent specified pursuant to Section 301, be released from any
covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto on and after the date the
conditions set forth in clause (4) of this Section 402 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 any such 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 Issuer 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 such
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 Coupons appertaining thereto shall be unaffected thereby.

         (4)   The following shall be the conditions to application of clause
(2) or (3) of this Section 402 to any Outstanding Securities of or within a
series and any Coupons appertaining thereto:

            (a) the Issuer 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
    Section 402 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 Dollars or in such Foreign
    Currency in which such



                                       36

<PAGE>   45



    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 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 their terms will provide, not later than one day before the
    due date of any payment of principal of (and premium, 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, (y) the
    principal of (and premium, 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 (z)
    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 Issuer 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 of Default with respect to such Securities and any
    Coupons appertaining thereto shall have occurred and be continuing on the
    date of such deposit and, with respect to defeasance only, 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 clause (2) of this Section 402,
    the Issuer shall have delivered to the Trustee an Opinion of Counsel
    stating that (i) the Issuer has received from the Internal Revenue Service
    a letter ruling, or there has been published by the Internal Revenue
    Service a Revenue 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 clause (3) of this Section 402,
    the Issuer shall have delivered to the Trustee an Opinion of Counsel to the
    effect that the Holders of such

                                       37



<PAGE>   46






               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 Issuer shall have delivered to the Trustee an Officers'
               Certificate and an Opinion of Counsel, each stating that all
               conditions precedent to the defeasance or covenant defeasance
               under clause (2) or (3) of this Section 402 (as the case may be)
               have been complied with.

               (g) Notwithstanding any other provisions of this Section 402(4),
               such defeasance or covenant defeasance shall be effected in
               compliance with any additional or substitute terms, conditions or
               limitations which may be imposed on the Issuer in connection
               therewith pursuant to Section 301.

         (5)  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 the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
402(5) and Section 403, the "Trustee") pursuant to clause (4) of Section 402 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 Issuer 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, 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 in or pursuant to this Indenture or any
Security, if, after a deposit referred to in Section 402(4)(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 other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(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, if any), and interest, if any, on,
and Additional Amounts, if any, with respect to, 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 in which such Security
becomes payable as a result of such election or Conversion Event based on (x)
in the case of payments made pursuant to clause (a) above, the applicable
market exchange rate for such Currency in effect on the second Business Day
prior to each payment date, or (y)




                                       38

<PAGE>   47



with respect to a Conversion Event, the applicable market exchange rate for
such Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

         Anything in this Section 402 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon Issuer
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 402 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 Section 402.

         Section 403. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations deposited with the Trustee pursuant to Section
401 or 402 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 Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, interest and Additional Amounts for whose
payment such money has or Government Obligations have been deposited with or
received by the Trustee; but such money and Government Obligations 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 Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture, Board Resolution or Officers'
Certificate establishing the terms of such Series pursuant to this Indenture:




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<PAGE>   48



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

         (2)  default in the payment of the principal of or any premium on any
Security of such 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 a Security of such series; or

         (4)  default in the performance, or breach, of any covenant or
warranty of the Issuer in this Indenture or the Securities (other than a
covenant or warranty a default in the performance or the breach of which is
elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities
other than such series), and continuance of such default or breach for a period
of 60 days after there has been given, by registered or certified mail, to the
Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such 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)  if any event of default as defined in any mortgage, indenture or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Issuer, whether such Indebtedness now exists
or shall hereafter be created, shall happen and shall result in such
Indebtedness in principal amount in excess of $10,000,000 becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such acceleration shall not be rescinded or annulled, or
such Indebtedness shall not have been discharged, within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such series, a
written notice specifying such event of default and requiring the Issuer to
cause such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder; or

         (6)  the Issuer shall fail within 60 days to pay, bond or otherwise
discharge any uninsured judgment or court order for the payment of money in
excess of $10,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith; or

         (7)  the entry by a court having competent jurisdiction of:

              (a) a decree or order for relief in respect of the Issuer in an
        involuntary proceeding under any applicable bankruptcy, insolvency,
        reorganization or other similar law and such decree or order shall
        remain unstayed and in effect for a period of 60 consecutive days; or





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<PAGE>   49


              (b) a decree or order adjudging the Issuer to be insolvent, or
        approving a petition seeking reorganization, arrangement, adjustment or
        composition of the Issuer and such decree or order shall remain
        unstayed and in effect for a period of 60 consecutive days; or

              (c) a final and non-appealable order appointing a custodian,
        receiver, liquidator, assignee, trustee or other similar official of
        the Issuer or of any substantial part of the property of the Issuer or
        ordering the winding up or liquidation of the affairs of the Issuer; or

         (8) the commencement by the Issuer of a voluntary proceeding under any
    applicable bankruptcy, insolvency, reorganization or other similar law or
    of a voluntary proceeding seeking to be adjudicated insolvent or the
    consent by the Issuer to the entry of a decree or order for relief in an
    involuntary proceeding under any applicable bankruptcy, insolvency,
    reorganization or other similar law or to the commencement of any
    insolvency proceedings against it, or the filing by the Issuer of a
    petition or answer or consent seeking reorganization or relief under any
    applicable law, or the consent by the Issuer to the filing of such petition
    or to the appointment of or taking possession by a custodian, receiver,
    liquidator, assignee, trustee or similar official of the Issuer or any
    substantial part of the property of the Issuer or the making by the Issuer
    of an assignment for the benefit of creditors, or the taking of corporate
    action by the Issuer in furtherance of any such action; or

         (9)  any other Event of Default provided in or pursuant to this
    Indenture with respect to Securities of such series.

         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 specified in clause (7) or (8)
of Section 501) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series may declare the principal of all the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, to be
due and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable.

         If an Event of Default specified in clause (7) or (8) of Section 501
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the
Securities of such series) shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

         At any time after Securities of any series have been accelerated 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 not less
than a majority in principal amount of



                                       41

<PAGE>   50


the Outstanding Securities of such series, by written notice to the Issuer and
the Trustee, may rescind and annul such declaration and its consequences if

         (1) the Issuer has paid or deposited with the Trustee a sum of money
sufficient to pay

             (a) all overdue installments of any interest on and Additional
         Amounts with respect to all Securities of such series and any Coupon
         appertaining thereto,

             (b) the principal of and any premium on any Securities of such
         series which have become due otherwise than by such declaration of
         acceleration and interest thereon and any Additional Amounts with
         respect thereto at the rate or rates borne by or provided for in such
         Securities,

             (c) to the extent that payment of such interest or Additional
         Amounts is lawful, interest upon overdue installments of any interest
         and Additional Amounts at the rate or rates borne by or provided for
         in such Securities, and

             (d) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel and all other amounts due the Trustee
         under Section 606; and


         (2) all Events of Default with respect to Securities of such series,
other than the non-payment of the principal of, any premium and interest on,
and any Additional Amounts with respect to Securities of such series which
shall have become due solely by such declaration of acceleration, shall 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 Issuer covenants that if

         (1)  default is made in the payment of any installment of interest on
or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have become
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 any premium
on any Security at its Maturity, the Issuer shall, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of such Securities and any
Coupons appertaining thereto, the whole amount of money then due and payable
with respect to such Securities and any Coupons appertaining thereto, with
interest upon the overdue principal, any premium and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue
installments of interest and Additional Amounts at the rate or rates borne by
or provided for in such Securities,




                                       42

<PAGE>   51


and, in addition thereto, such further amount of money as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due to the Trustee under Section 606.

         If the Issuer fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the money so due and unpaid, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Issuer or any other obligor upon such Securities and any
Coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Issuer or any
other obligor upon such Securities and any Coupons appertaining thereto,
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 Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, 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 Issuer or any other obligor upon the
Securities or the property of the Issuer or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
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 Issuer for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

         (1) 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 the
    principal and any premium, interest and Additional Amounts owing and unpaid
    in respect of the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any
    Coupons allowed in such judicial proceeding; and

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



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<PAGE>   52



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 or any 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 of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 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 any 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 any Coupon in any such proceeding.

         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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of a
Security or Coupon in respect of which such judgment has been recovered.

         Section 506. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or 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 Sixteen, to the payment of the amounts then
    due and unpaid upon the Securities and any Coupons for principal and any
    premium, interest and Additional Amounts 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 any premium, interest and
    Additional Amounts, respectively;






                                       44

<PAGE>   53



         THIRD:  Subject to Article Sixteen, the balance, if any, to the Person
    or Persons entitled thereto.

         Section 507. Limitations on Suits.

         No Holder of any Security of any series or any Coupons appertaining
thereto 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 such
    series;

         (2) the Holders of not less than 25% in principal amount of the
    Outstanding Securities of such 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 indemnity
    satisfactory to it 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 such 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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.

         Section 508. Unconditional Right of Holders to Receive Principal
                      and any Premium, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 305 and 307) interest on, and any Additional Amounts with respect
to such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to






                                       45

<PAGE>   54


institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

         Section 509. Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security or a 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 Issuer, the Trustee and each such Holder 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 each such Holder 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 each and every Holder of a Security or a Coupon
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law,
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 any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

         Section 512. Control by Holders of Securities.

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

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





                                       46

<PAGE>   55



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

         (3) such direction is not unduly prejudicial to the rights of the
    other Holders of Securities of such series not joining in such action.

         Section 513. Waiver of Past Defaults.

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

         (1) in the payment of the principal of, any premium or interest on, or
    any Additional Amounts with respect to, any Security of such series or any
    Coupons appertaining thereto, 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 impair any right consequent thereon.

         Section 514. Waiver of Stay or Extension Laws.

         The Issuer covenants that (to the extent that it may lawfully do so)
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuer expressly waives (to the
extent that it may lawfully do so) 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




                                       47

<PAGE>   56




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 515
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 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, if any) or interest, if any, on or Additional Amounts, if any,
with respect to 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, and, in the case of repayment, on or after the date for
repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its
terms.

                                  ARTICLE SIX

                                  THE TRUSTEE

         Section 601. Certain Rights of Trustee.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

         (1) the Trustee may conclusively rely and shall be fully 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
    reasonably 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 Issuer mentioned herein shall be
    sufficiently evidenced by an Issuer Request or an Issuer Order (in each
    case, 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 Directors may be sufficiently
    evidenced by a Board Resolution;

         (3) whenever in the administration of this Indenture the Trustee shall
    deem it desirable that a matter be proved or established prior to taking,
    suffering or omitting any action hereunder, the Trustee (unless other
    evidence shall be herein specifically prescribed) may, in the absence of
    bad faith on its part, conclusively 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 or pursuant to this Indenture at the
    request or direction of any of


                                       48

<PAGE>   57




    the Holders of Securities of any series or any Coupons appertaining thereto
    pursuant to this Indenture, unless such Holders shall have offered to the
    Trustee reasonable security or indemnity satisfactory to it against the
    costs, expenses (including legal fees and expenses) and liabilities which
    might be incurred by it in compliance with such request or direction;

         (6) the Trustee shall not be bound to make any investigation into the
    facts or matters stated in any resolution, certificate, statement,
    instrument, opinion, report, notice, request, direction, consent, order,
    bond, debenture, coupon or other paper or document, but the Trustee, in its
    discretion, may make such further inquiry or investigation into such facts
    or matters as it may see fit, and, if the Trustee shall determine to make
    such further inquiry or investigation, it shall be entitled to examine,
    during business hours and upon reasonable notice, the books, records and
    premises of the Issuer, 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 602. 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 by mail to
all Holders of Securities of such series entitled to receive reports pursuant
to Section 703(3), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or Additional Amounts or any sinking fund or
purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the best interest of the Holders of Securities
and Coupons of such series; and provided, further, that in the case of any
default of the character specified in Section 501(5) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

         Section 603. 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 Issuer 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 the Coupons, except that the Trustee represents that it is duly
authorized to execute




                                       49

<PAGE>   58



and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1 supplied to the Issuer are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Issuer of the Securities or the proceeds thereof.

         Section 604. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Registrar
or any other Person that may be an agent of the Trustee or the Issuer, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Issuer with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other Person.

         Section 605. Money Held in Trust.

         Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Issuer.

         Section 606. Compensation and Reimbursement.

         The Issuer agrees:

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

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

         (3) to indemnify the Trustee and its agents, officers, directors and
    employees for, and to hold them harmless against, any loss, liability or
    expense incurred without negligence or bad faith on their part, arising out
    of or in connection with the acceptance or administration of the trust or
    trusts hereunder or the transactions contemplated by this Agreement,
    including the costs and expenses of defending themselves against any claim
    or liability in connection with the exercise or performance of any of their
    powers or duties hereunder, except to the extent that any such loss,
    liability or expense was due to the Trustee's negligence or bad faith.




                                       50

<PAGE>   59



         As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

         Any compensation or expense incurred by the Trustee after a default
specified by Section 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. "Trustee" for purposes
of this Section 606 shall include any predecessor Trustee but the negligence or
bad faith of any Trustee shall not affect the rights of any other Trustee under
this Section 606.

         Section 607. Corporate Trustee Required.

         There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, eligible under Section 310(a)(1)
of the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act and that has a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state
authority. 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.

         (1)  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 pursuant to Section 609.

         (2)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Issuer. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.

         (3)  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 Issuer.

         (4)  If at any time:

              (a) the Trustee shall fail to comply with the obligations imposed
         upon it under Section 310(b) of the Trust Indenture Act with respect
         to Securities of any series after written request therefor by the
         Issuer or any Holder of a Security of such series who has been a bona
         fide Holder of a Security of such series for at least six months, or





                                       51

<PAGE>   60





              (b) the Trustee shall cease to be eligible under Section 607 and
         shall fail to resign after written request therefor by the Issuer or
         any such Holder, or

              (c) 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 Issuer, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, 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 removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

         (5)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Issuer, 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) and shall comply with the applicable requirements of Section 609. 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
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 609, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Issuer. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Issuer or
the Holders of Securities and accepted appointment in the manner required by
Section 609, 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 the Securities of such
series.

         (6)  The Issuer 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
by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such series
are issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the





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<PAGE>   61



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.

         (1)  Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuer 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 hereunder of the retiring Trustee; but, on the
request of the Issuer or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 1003, 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.

         (2)  Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Issuer, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Issuer or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the

                                       53

<PAGE>   62



Securities of that or those series to which the appointment of such successor
relates and subject to Section 1003 shall duly assign, transfer and deliver to
such successor Trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, subject to its claim, if any, provided for in
Section 606.

         (3)  Upon request of any Person appointed hereunder as a successor
Trustee, the Issuer 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 (1) or (2) of this Section, as the
case may be.

         (4)  No Person shall accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person 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,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         Section 611. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable
to the Issuer with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent shall be acceptable to the Issuer and,
except as provided in or pursuant to this Indenture, shall at all times be a
corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with




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<PAGE>   63


Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it 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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Issuer. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Issuer. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuer and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Issuer agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

         The provisions of Sections 308, 603 and 604 shall be applicable to
each Authenticating Agent.

         If an Authenticating Agent is appointed with respect to one or more
series of Securities 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 in
substantially the following form:

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




                                       55

<PAGE>   64


                                               BANK ONE TRUST COMPANY, N.A.,
                                                        As Trustee

                                               By
                                                  -----------------------------
                                                    As Authenticating Agent

                                               By
                                                  -----------------------------
                                                    As Authenticating Agent



         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Issuer wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Issuer), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Issuer with respect to such
series of Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

         Section 701. Issuer to Furnish Trustee Names and Addresses of Holders.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Issuer shall furnish or cause to be furnished to the Trustee

         (1) semi-annually with respect to Securities of each series not later
    than August 1 and February 1 of the year or upon such other dates as are
    set forth in or pursuant to the Board Resolution or indenture supplemental
    hereto authorizing such series, a list, in each case in such form as the
    Trustee may reasonably require, of the names and addresses of Holders as of
    the applicable date, and

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

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

         Section 702. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.




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<PAGE>   65



         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities in accordance with Section 312(c) of the
Trust Indenture Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

         Section 703. Reports by Trustee.

         (1)  Within 60 days after September 15 of each year commencing with
the first September 15 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act,
a brief report dated as of such September 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture.

         (2)  The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.

         (3)  Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act.

         Section 704. Reports by Issuer

         The Issuer, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

         (1)  file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Issuer is not required to file information, documents
or reports pursuant to either of said Sections, then it shall 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 Securities Exchange Act of 1934 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
Issuer, with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and




                                       57

<PAGE>   66

         (3)  transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, such summaries of any information, documents and reports
required to be filed by the Issuer 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.

                                 ARTICLE EIGHT

                        CONSOLIDATION, MERGER AND SALES

         Section 801. Issuer May Consolidate, Etc., Only on Certain Terms.

         Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Issuer with or into any other Person
or Persons (whether or not affiliated with the Issuer), or successive
consolidations or mergers in which the Issuer or its successor or successors
shall be a party or parties, or shall prevent any conveyance, transfer or lease
of the property of the Issuer as an entirety or substantially as an entirety,
to any other Person (whether or not affiliated with the Issuer); provided,
however, that:

         (1)  in case the Issuer shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, the entity formed by such
consolidation or into which the Issuer is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Issuer as an entirety or substantially as an entirety shall be a Corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by the successor Person and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Issuer to be
performed or observed and shall provide for conversion or exchange rights in
accordance with the provisions of the Securities of any series that are
convertible or exchangeable into other securities;

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

         (3)  either the Issuer or the successor Person shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.





                                       58

<PAGE>   67

         Section 802. Successor Person Substituted for Issuer.

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

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

         Section 901. Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders of Securities or Coupons, the
Issuer (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 Issuer, and
the assumption by any such successor of the covenants of the Issuer contained
herein and in the Securities; or

         (2)  to add to the covenants of the Issuer for the benefit of the
Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Issuer; or

         (3)  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, any premium or
interest on or any Additional Amounts with respect to Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in
uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons
appertaining thereto in any material respect; or

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

         (5)  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





                                       59

<PAGE>   68



administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 609; or

         (6)  to cure any ambiguity or 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 adversely affect the interests of the
Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect; or

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

         (8)  to add any additional Events of Default with respect to all or
any series of Securities (as shall be specified in such supplemental
indenture); or

         (9)  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 Article Four, provided that
any such action shall not adversely affect the interests of any Holder of a
Security of such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or

         (10)  to make provisions with respect to conversion or exchange rights
of Holders of Securities of any series; or

         (11)  to amend or supplement any provision contained herein or in any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding.

         Section 902.  Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Issuer and the
Trustee, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture or of the Securities of such series; provided, however, that no such
supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall

         (1)  change the Stated Maturity of the principal of, or any premium or
installment of interest on or any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any premium payable upon the redemption thereof or
otherwise, or change the obligation of the Issuer to pay Additional Amounts
pursuant to







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<PAGE>   69


Section 1004 (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 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, change the redemption provisions or
adversely affect the right of repayment at the option of any Holder as
contemplated by Article Thirteen, or change the Place of Payment, Currency in
which the principal of, any premium or interest on, or any Additional Amounts
with respect to any Security is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date or, in the case
of repayment at the option of the Holder, on or after the date for repayment or
in the case of change in control, 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 (of 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

         (3)  modify any of the provisions of this Section, Section 513 or
Section 1006, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby, or

         (4)  modify any of the provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to the Holders, or

         (5)  make any change that adversely affects the right to convert or
exchange any Security for other securities in accordance with its terms.

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

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

         Section 903. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 315 of the Trust Indenture Act)
shall be fully protected in relying upon, an Opinion of Counsel stating that
the



                                       61

<PAGE>   70


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 a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.

         Section 905. 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 Issuer shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

         Section 906. Conformity with Trust Indenture Act.

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

         Section 907. Effect on Senior Indebtedness.

         No supplemental indenture entered into under this Article 9 shall
modify, directly or indirectly, the provisions of Article Sixteen or the
definition of Senior Indebtedness in Section 101 in any manner that might alter
or impair the subordination of the Securities with respect to the Senior
Indebtedness then Outstanding, unless each holder of such Senior Indebtedness
has consented thereto in writing.

                                  ARTICLE TEN

                                   COVENANTS

         Section 1001. Payment of Principal, any Premium, Interest and
                       Additional Amounts.

         The Issuer covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the




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terms thereof, any Coupons appertaining thereto and this Indenture. Any
interest due on any Bearer Security on or before the Maturity thereof, and any
Additional Amounts payable with respect to such interest, shall be payable only
upon presentation and surrender of the Coupons appertaining thereto for such
interest as they severally mature.

         Section 1002. Maintenance of Office or Agency.

         The Issuer shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Issuer in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series
are issuable as Bearer Securities, the Issuer shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Issuer
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Issuer will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Issuer 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 such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Issuer hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency 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,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Issuer in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Issuer in


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accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

         The Issuer may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Issuer shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Issuer hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Issuer in the Borough of Manhattan, The City of New York for such purpose.
The Issuer may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

         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 this Indenture, then the Issuer
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 Issuer shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect
to any of the Securities of such 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 or any premium, interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

         Whenever the Issuer shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any 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 or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Issuer will promptly notify the Trustee of its action
or failure so to act.




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         The Issuer shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

         (1)  hold all sums held by it for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to Securities of
such series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as provided in or
pursuant to this Indenture;

         (2)  give the Trustee notice of any default by the Issuer (or any
other obligor upon the Securities of such series) in the making of any payment
of principal, any premium or interest on or any Additional Amounts with respect
to the Securities of such series; 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 Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Issuer 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 herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
become due and payable shall be paid to the Issuer on Issuer Request, or (if
then held by the Issuer) shall be discharged from such trust; and the Holder of
such Security or any Coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuer 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 Issuer cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the
Issuer.



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         Section 1004. Additional Amounts.

         If any Securities of a series provide for the payment of Additional
Amounts, the Issuer agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any 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 hereby or pursuant
hereto 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 provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, 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 such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Issuer
shall furnish to the Trustee and the principal Paying Agent or Paying Agents,
if other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
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 or Coupons, and the
Issuer agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Issuer 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 in reliance on any Officers' Certificate furnished pursuant to this
Section.

         Section 1005. Corporate Existence.

         Subject to Article Eight, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and its rights (charter and statutory) and franchises; provided,
however, that the foregoing shall not obligate the Issuer to preserve any such
right or franchise if the Issuer shall determine that the preservation thereof
is no longer desirable in the conduct of its business and that the loss thereof
is not disadvantageous in any material respect to any Holder.




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         Section 1006. Waiver of Certain Covenants.

         The Issuer may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1005 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Issuer and the duties of the
Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

         Section 1007. Issuer Statement as to Compliance; Notice of Certain
                       Defaults.

         (1)  The Issuer shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Issuer, stating that

              (a)  a review of the activities of the Issuer during such year
         and of its performance unIndenture has been made under his or her
         supervision, and

              (b)  to the best of his or her knowledge, based on such review,
         (a) the Issuer has complied with all the conditions and covenants
         imposed on it under this Indenture throughout such year, or, if there
         has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (b) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

         (2)  The Issuer shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default
pursuant to clause (4) of Section 501.



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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Applicability of Article.

         Redemption of Securities of any series at the option of the Issuer as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Issuer to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Issuer of (a) less than all of the Securities of any series or (b) all
of the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Issuer shall, at least 60 days
prior to the Redemption Date fixed by the Issuer (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.

         Section 1103. Selection by Trustee of Securities to be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other 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 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 of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security
of such series established herein or pursuant hereto.

         The Trustee shall promptly notify the Issuer 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 Securities redeemed or to be redeemed only in part, to the
portion of the principal of such Securities which has been or is to be
redeemed.

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for other securities in part before termination of the
conversion or exchange right with respect to the portion of the Security so
selected, the converted portion of such Security shall be deemed (so far






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as may be) to be the portion selected for redemption. Securities which have
been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities 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 Securities or portion thereof.

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

         All notices of redemption shall state:

         (1)  the Redemption Date,

         (2)  the Redemption Price,

         (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 of such Security will
receive, without 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 shall become
due and payable upon each such Security or 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 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 any accrued interest and Additional Amounts pertaining thereto,

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





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         (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 Issuer, the
Trustee 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 the Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Issuer, on which such exchanges may be made,

         (10) in the case of Securities of any series that are convertible or
exchangeable into other securities, the conversion or exchange price or rate,
the date or dates on which the right to convert or exchange the principal of the
Securities of such series to be redeemed will commence or terminate and the
place or places where such Securities may be surrendered for conversion or
exchange, and

         (11) the CUSIP number or the Euroclear or the Cedel reference numbers
of such Securities, if any (or any other numbers used by a Depository to
identify such Securities).

         A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed, unless the
redemption applies to less than all of the Registered Securities.

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

         Section 1105. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Issuer shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 301 or in
the Securities of such series) any accrued interest on and Additional Amounts
with respect thereto, all such 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, and from and after such date (unless the
Issuer shall default in the payment of




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the Redemption Price and accrued interest) such Securities shall 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 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 Issuer at the
Redemption Price, together with any accrued interest and Additional Amounts to
the Redemption Date; provided, however, that, except as otherwise provided in
or pursuant to this Indenture or the Bearer Securities of such series,
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an Office or Agency located outside
the United States except as otherwise provided in Section 1002), and provided,
further, that, except as otherwise specified in or pursuant to this Indenture
or the Registered Securities of such series, 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
Regular Record Dates therefor 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 Issuer 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 any interest or Additional Amounts represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an Office or Agency for such Security located outside of the United States
except as otherwise provided in Section 1002.

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

         Section 1107. Securities Redeemed in Part.

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



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of the Security so surrendered. If a Security in global form is so surrendered,
the Issuer shall execute, and the Trustee shall authenticate and deliver to the
U.S. Depository or other Depository for such Security in global form as shall
be specified in the Issuer Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.

                                 ARTICLE TWELVE

                                 SINKING FUNDS

         Section 1201.     Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

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

         Section 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Issuer may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Issuer), 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 Issuer
pursuant to the terms of such series of Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
1202, the principal amount of Securities of such series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Issuer
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that





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the Trustee or such Paying Agent shall at the request of the Issuer from time
to time pay over and deliver to the Issuer any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Issuer to the Trustee of
Securities of that series purchased by the Issuer having an unpaid principal
amount equal to the cash payment requested to be released to the Issuer.

         Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Issuer shall 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 and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
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 credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Issuer shall thereupon be obligated to pay the amount therein specified.
Not less than 60 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 Issuer in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.



                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 1301. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Issuer, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1301, in connection with any repayment of Securities, the Issuer
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Issuer on repayment of such Securities, and the obligation of the Issuer to pay
the repayment price of such Securities shall be satisfied and discharged to the
extent such payment is so paid by such purchasers.



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                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

         Section 1401. Applicability of Article.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for
such amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Issuer may specify in a written
notice to the Trustee or, in the absence of such written notice, as the Trustee
may determine.

                                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 Act
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.

         (1)  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 in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States 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 in Section 106, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

         (2)  In case at any time the Issuer (by or 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


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<PAGE>   83



proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Issuer 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 in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) 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 Issuer 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 at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons
entitled to vote 66-2/3% 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 any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(1), 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 an 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 only 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



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Section 902, any resolution with respect to any consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly convened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of 66-2/3% in
principal amount of the Outstanding Securities of that series; and provided,
further, 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 Act 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 such
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 Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.

         Section 1505. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (1)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such 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, 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.

         (2)  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of Securities as provided in Section 1502(2), in which
case the Issuer 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.




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<PAGE>   85



         (3)  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 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.

         (4)  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 triplicate of all votes cast at the meeting. A record, at least in
triplicate, 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 facts 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 Issuer, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE SIXTEEN

                                 SUBORDINATION

         Section 1601. Agreement to Subordinate.

         The Issuer, for itself, its successors and assigns, covenants and
agrees, and each Holder of Securities of any series (or of any Coupons
appertaining thereto) by his acceptance thereof, likewise covenants and agrees,
for himself, his successors and assigns, that the indebtedness represented by
the Securities of such series then Outstanding (and any Coupons appertaining
thereto) and the payment of the principal of (and premium, if any) and interest
on each and all of the Securities of such series (including, without
limitation, any payment of Coupons appertaining thereto) is hereby expressly
subordinated, to the extent and in the manner





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hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness. Each reference in this Article to a "Security" or
"Securities" refers to the Securities of a particular series, and references to
a "Coupon" or "Coupons" refer to the Coupons, if any, appertaining to the
Securities of such series. Without limiting the generality of the immediately
preceding sentence, if more than one series of Securities are outstanding at
any time, (i) the provisions of this Article shall be applied separately to
each such series, and (ii) references to the Trustee refer to the Trustee for
the Securities of such series.

         Section 1602. Distribution on Dissolution, Liquidation and
                       Reorganization; Subrogation of Securities.

         Upon any distribution of assets of the Issuer upon any dissolution,
winding up, liquidation or reorganization, of the Issuer, whether voluntary or
involuntary and whether in bankruptcy, insolvency, reorganization, receivership
or other proceedings or upon an assignment for the benefit of creditors or any
other marshalling of the assets and liabilities of the Issuer or otherwise
(subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the
Senior Indebtedness and the holders thereof with respect to the Securities and
the Holders thereof by a plan of reorganization under applicable bankruptcy
law):

              (a)  the holders of all Senior Indebtedness shall be entitled to
         receive payment in full of the principal thereof (and premium, if any)
         and interest due thereon before the Holders of the Securities (or of
         any Coupons) are entitled to receive any payment upon the principal
         (and premium, if any) or interest on indebtedness evidenced by the
         Securities (or any payment of any Coupons); and

              (b)   any payment or distribution of the Issuer of any kind or
         character, whether in cash, property or securities, to which the
         Holders of the Securities (or of any Coupons) or the Trustee would be
         entitled except for the provisions of this Article Sixteen shall be
         paid by the liquidating trustee or agent or other person making such
         payment or distribution, whether a trustee in bankruptcy, a receiver
         or liquidating trustee or otherwise, directly to the holders of Senior
         Indebtedness or their representative or representatives or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued,
         ratably according to the aggregate amounts remaining unpaid on account
         of the principal of (and premium, if any) and interest on the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full of all Senior Indebtedness remaining unpaid,
         after giving effect to any concurrent payment or distribution to the
         holders of such Senior Indebtedness; and

              (c)   in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Issuer of any kind or
         character, whether in cash, property or securities, shall be received
         by the Trustee, any Paying Agent or the Holders of the Securities (or
         any Coupons) before all Senior Indebtedness is paid in full, such
         payment or distribution




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<PAGE>   87


         shall be paid over, upon written notice to the Trustee or such Paying
         Agent, to the holder of such Senior Indebtedness or their
         representative or representatives or to the trustee or trustees under
         any indenture under which any instrument evidencing any of such Senior
         Indebtedness may have been issued, ratably as aforesaid, for
         application to payment of all Senior Indebtedness remaining unpaid
         until all such Senior Indebtedness shall have been paid in full, after
         giving effect to any concurrent payment or distribution to the holders
         of such Senior Indebtedness.

         The consolidation of the Issuer with, or the merger of the Issuer
into, another corporation or the liquidation or dissolution of the Issuer
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation shall not be deemed a
dissolution, winding up, liquidation or reorganization for the purposes of this
Section 1602.

         Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities (and of any Coupons) shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Issuer applicable to Senior Indebtedness until
the principal of (and premium, if any) and interest on the Securities
(including, without limitation, payment of the Coupons) shall be paid in full,
and no such payments or distributions to the Holders of the Securities (or of
any Coupons) of cash, property, or securities otherwise distributable to the
holders of Senior Indebtedness shall, as between the Issuer, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities (and of any Coupons) be deemed to be a payment by the Issuer to or
on account of the Securities (or of any Coupons). It is understood that the
provisions of this Article Sixteen are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities (and of any
Coupons), on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

         Nothing contained in this Article Sixteen or elsewhere in this
Indenture or in the Securities (or any Coupons) is intended to or shall impair,
as between the Issuer, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities (and of any Coupons), the
obligation of the Issuer, which is unconditional and absolute (and which,
subject to the rights under this Article of the holders of Senior Indebtedness,
is intended to rank equally with all other obligations of the Issuer), to pay
to the Holders of the Securities (and of any Coupons) the principal of (and
premium, if any) and interest on the Securities (including, without limitation,
payment of any Coupons) as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the Holders of
the Securities (or of any Coupons) and creditors of the Issuer other than the
holders of Senior Indebtedness, nor shall anything herein or in the Securities
(or Coupons) prevent the Trustee or the Holder of any Security (or any Coupon)
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Sixteen
of the holders of Senior Indebtedness, in respect of cash, property or
securities of the Issuer received upon the exercise of any such remedy.



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         Upon any payment or distribution of assets of the Issuer referred to
in this Section 1602, the Trustee and any Paying Agent, subject to the
provisions of Section 601, shall be entitled to rely upon a certificate or
other writing of the liquidating trustee or agent or other Person making any
distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent to this Article Sixteen.

         Except as specifically set forth herein, neither the Trustee nor any
Paying Agent, however, shall be deemed to owe any fiduciary or other duty to
the holders of Senior Indebtedness. Neither the Trustee nor any Paying Agent
shall be liable to any such holder if it shall in good faith pay or distribute
to or on behalf of Holders of Securities (or of any Coupons) of the Issuer
moneys or assets to which any holder of Senior Indebtedness shall be entitled
by virtue of this Article Sixteen or any other instrument.

         If the Trustee or any Holder of Securities (and of any Coupons) does
not file a proper claim or proof of debt in the form required in any proceeding
referred to above prior to 30 days before the expiration of the time to file
such claim in such proceeding, then the holder of any Senior Indebtedness is
hereby authorized, and has the right, to file an appropriate claim or claims
for or on behalf of such Holder of Securities (or of any Coupons).

         Section 1603. No Payment on Securities in Event of Default on
Senior Indebtedness.

         No payment by the Issuer on account of principal (or premium, if any),
sinking funds or interest on the Securities (including, without limitation,
payment of any Coupons) shall be made unless full payment of amounts then due
for principal, premium, if any, sinking funds, and interest on Senior
Indebtedness has been made or duly provided for. In the event that any event of
default with respect to any Senior Indebtedness shall have occurred and be
continuing permitting the holders of such Senior Indebtedness (or a trustee on
behalf of the holders thereof) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and such acceleration shall have been rescinded
or annulled, or in the event any judicial proceeding shall be pending with
respect to any such default in payment, or event of default, then no payment
shall be made by the Issuer on account of principal of (or premium, if any) or
interest on the Securities of any series or on account of the purchase or other
acquisition of Securities of any series; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with Article Twelve by delivering and crediting pursuant to Section
1202 Securities of such series which have been acquired (upon redemption or
otherwise) prior to such default in payment or event of default.

         In the event that, notwithstanding the foregoing, the Issuer shall
make any payment to the Trustee or the Holder of any Security of any series
prohibited by the foregoing




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<PAGE>   89



provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Issuer.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1602 would be applicable.

         Section 1604. Payments on Securities Permitted.

         Nothing contained in this Indenture or in any of the Securities (or
any Coupons) shall (a) affect the obligation of the Issuer to make, or prevent
the Issuer from making, at any time except as provided in Sections 1602 and
1603, payments of principal (and premium, if any) or interest on the Securities
(including, without limitation, payment of any Coupons) or (b) prevent the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Securities (including, without limitation, the payment of any Coupons),
unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

        Section 1605. Authorization of Holders to Trustee to Effect
                      Subordination.

         Each Holder of Securities (or of any Coupons) by his acceptance
thereof and any Paying Agent (other than the Issuer) authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article Sixteen and appoints
the Trustee his attorney-in-fact for any and all such purposes.

         Section 1606. Notices to Trustee.

         The Issuer shall give prompt written notice to the Trustee and any
Paying Agent (other than the Issuer) of any fact known to the Issuer which
would prohibit the making of any payment to or by the Trustee or such Paying
Agent in respect of the Securities (or any Coupons) pursuant to this Article
Sixteen. Failure to give such notice shall not affect the subordination of the
Securities (or any Coupons) to Senior Indebtedness. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Issuer) shall be charged with
knowledge of the existence of any Senior Indebtedness or of any event which
would prohibit the making of any payment of moneys to or by the Trustee or such
Paying Agent, unless and until the Trustee or such Paying Agent shall have
received (in the case of the Trustee, at its Corporate Trust Office) written
notice thereof from the Issuer or from the holder of any Senior Indebtedness or
from the trustee for any such holder, together with proof satisfactory to the
Trustee of such holding of Senior Indebtedness or of the authority of such
trustee; provided, however, that if at least two 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 either the principal of
(and premium, if any) or interest on any Security (including, without
limitation, the payment of any Coupons)) the Trustee or any such Paying Agent
shall not have received with respect to such moneys the notice provided for in
this





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Section 1606, then, anything herein contained to the contrary notwithstanding,
the Trustee or any such Paying Agent shall have 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 less than two Business Days prior to such date. The Trustee or
any such Paying Agent shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee or any such Paying Agent
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article Sixteen, the Trustee or any
such Paying Agent may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee or any such Paying Agent as to the amount of Senior
Indebtedness 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 Sixteen and, if such evidence is
not furnished, the Trustee or any such Paying Agent may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.

         Section 1607. Trustee as Holder of Senior Indebtedness.

         Subject to the provisions of Section 311 of the Trust Indenture Act,
the Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article Sixteen in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 606.

         Section 1608. Modifications of Terms of Senior Indebtedness.

         Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities (or of
any Coupons) or the Trustee.

         No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this
Article Sixteen or of the Securities (or of any Coupons) relating to the
subordination thereof.



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         Section 1609. Reliance on Judicial Order or Certificate of
                       Liquidating Agent.

         Upon any payment or distribution of assets of the Issuer referred to
in this Article Sixteen, the Trustee and the Holders of the Securities (and of
any Coupons) shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or upon a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities (or of any Coupons),
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of Senior Indebtedness and other
indebtedness of the Issuer, the amount thereof or payable therein, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Sixteen.

         Section 1610. Article Sixteen Not to Prevent Events of Default.

         No provision of this Article Sixteen shall prevent the occurrence of
any default or Event of Default hereunder.

                                   * * * * *

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



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


[SEAL]                                     NATIONAL CONSUMER COOPERATIVE BANK
Attest:

                                           By      /s/ William E. Seas
                                              ----------------------------------
                                                 Name: William E. Seas
                                                 Title: Treasurer


[SEAL]                                     BANK ONE TRUST COMPANY, N.A.,
                                                   as Trustee

Attest:
                                           By       /s/ Mary R. Fonti.
                                              ----------------------------------
                                                 Name: Mary R. Fonti
                                                 Title: Account Executive




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<PAGE>   93


DISTRICT OF COLUMBIA)
             :SS.:

COUNTY OF ___________________)

         On the _____ day of January, 2000, before me personally came
______________________, to me known, who, being by me duly sworn, did depose
and say that he is a _____________________________ of National Consumer
Cooperative Bank, a financial institution organized under the laws of the
United States, one of the persons described in and who executed the foregoing
instrument; that he knows the seal of National Consumer Cooperative Bank; that
the seal affixed to said instrument is National Consumer Cooperative Bank's
seal; that it was so affixed by authority of the Board of Directors of National
Consumer Cooperative Bank; and that he signed his name thereto by like
authority.

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

[NOTARIAL SEAL]






                                       85



<PAGE>   94


STATE OF  _________)
                       :  SS.:

COUNTY OF ________)

                  On the _____ day of , 19__, before me personally came
______________________________, to me known, who, being by me duly sworn, did
depose and say that he is a ____________________________ of Bank One Trust
Company, N.A., a national banking association organized and existing under the
laws of the United States, one of the persons described in and who executed the
foregoing instrument; that he knows the seal of Bank One Trust Company, N.A.;
that the seal affixed to said instrument is Bank One Trust Company, N.A.'s seal;
that it was so affixed by authority of the Board of Directors of Bank One Trust
Company, N.A.; and that he signed his name thereto by like authority.

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

[NOTARIAL SEAL]


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